CIG WIRELESS CORP. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-05-15: Form 8-K; Period of report 2015-05-15; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2015-05-15: Form 8-K; Period of report 2015-05-15; Description 8.01 Other Events; Details 8.01.
- 2015-05-06: Form 8-K; Period of report 2015-05-01; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.01.
- 2015-05-01: Form 8-K; Period of report 2015-05-01; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-05-15 | 8-K | 2015-05-15 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On May 15, 2015, in connection with the Merger (as defined below), CiG Comp Tower, LLC (the “Borrower”), an indirect subsidiary of CiG Wireless Corp. (the “Company”), repaid in full all term loan obligations, together with applicable interest, and all fees, expenses and other outstanding amounts under the Credit Agreement, dated August 17, 2012, as amended by the First Amendment to Credit Agreement, dated as of March 7, 2013, as further amended by the Consent and First Amendment to Credit Agreement, dated as of August 1, 2013, as further amended by the Second Amendment to Credit Agreement, dated as of December 9, 2014, by and among the Borrower, the lenders party thereto and Macquarie Bank Limited, in its capacity as administrative agent and collateral agent (as amended and supplemented, the “Credit Agreement”). 2.01 On May 15, 2015, pursuant to the Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 and as further amended on May 1, 2015 (as amended, the “Merger Agreement”), by and among the Company, Vertical Steel Merger Sub Inc. (“Merger Sub”) and Vertical Bridge Acquisitions, LLC (“Parent”), the Company completed its merger (the “Merger”) with Merger Sub, a wholly-owned subsidiary of Parent, whereby Merger Sub merged with and into the Company with the Company continuing as the surviving corporation in the Merger, and, as a result of which, the Company has been acquired by, and has become a wholly-owned subsidiary of, Parent. 3.01 Upon the closing of the Merger, the Company became a wholly-owned subsidiary of Parent. 3.03 In connection with the Merger, on May 15, 2015, each share of the Company’s common stock and Series B Preferred Stock was canceled for no consideration (excluding Dissenting Shares). 5.01 As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent. 5.02 As a result of the Merger, all of the current directors of the Company resigned from their directorships of the Company and any committees of which they were a member, immediately after the effective time of the Merger. 5.03 At the effective time of the Merger, the articles of incorporation of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the articles of incorporation set forth as Exhibit C to the Merger Agreement (the “Amended and Restated Articles of Incorporation”). | v410847_8k.htm |
| 2015-05-15 | 8-K | 2015-05-15 | 8.01 Other Events | 8.01 CiG Wireless Corp., a Nevada corporation (the “Company”), previously announced that it had entered into an Agreement and Plan of Merger, dated March 20, 2015, with Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Vertical Bridge”), and Vertical Steel Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of Vertical Bridge (as amended, the “Merger Agreement”). | v410820_8k.htm |
| 2015-05-06 | 8-K | 2015-05-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2015 (the “Prior Form 8-K”), CiG Wireless Corp., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of March 20, 2015, as amended on March 26, 2015 (as so amended, the “Merger Agreement”), with Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), and Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). 5.02 Concurrently with the execution of the Amendments, on May 1, 2015, the Company and Paul McGinn, President and Chief Executive Officer of the Company, entered into an Amendment No. 3 (the “McGinn Amendment”) to Mr. McGinn’s Employment Agreement (the “Employment Agreement”), dated July 25, 2012, as amended by Amendment No. 1, dated August 1, 2013 and Amendment No. 2, dated March 20, 2015 (the “Amendment No. 2”). 5.07 To the extent applicable, the information set forth under Item 1.01 with respect to the delivery of the Updated Written Consent on May 5, 2015 and the Amendments is incorporated into this Item 5.07 by reference. | v409284_8k.htm |
| 2015-05-01 | 8-K | 2015-05-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The Notes constitute direct financial obligations of the Company. | v409149_8k.htm |
| 2015-04-06 | 8-K | 2015-03-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 Pursuant to the previously disclosed Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2012, as amended, of Communications Infrastructure Group, LLC (“CIG LLC”), an indirect subsidiary of CiG Wireless Corp. (the “Company”), on March 31, 2015, certain Class A membership interests in CIG LLC, having an aggregate exchange value of $508,971, were automatically exchanged for 6,841,008 shares of common stock, par value $0.00001 per share (“Common Stock”) of the Company (referred to herein as the “Exchange Shares”) at a rate of $0.0744 per share. | v406659_8-k.htm |
| 2015-03-24 | 8-K | 2015-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 20, 2015, the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”), acting pursuant to a recommendation from the Compensation Committee of the Board (the “Committee”), approved the CIG Wireless Corp. 2015 Incentive Bonus Plan (the “Plan”). | v405207_8k.htm |
| 2015-03-23 | 8-K | 2015-03-20 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 On March 20, 2015, CiG Wireless Corp., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), and Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). 5.02 Concurrently with the execution of the Merger Agreement, on March 20, 2015, the Company and Paul McGinn, President and Chief Executive Officer of the Company, entered into an Amendment No. 2 (the “Amendment”) to Mr. McGinn’s Employment Agreement, dated July 25, 2012, as amended by Amendment No. 1., dated August 1, 2013 (the “Employment Agreement”). 5.07 To the extent applicable, the information set forth under Item 1.01 with respect to the delivery of the Written Consent on March 20, 2015, the Indemnification Agreement, the Support Agreement and the Funding Agreement is incorporated into this Item 5.07 by reference. 8.01 On March 20, 2015, the Company issued a press release announcing the execution of the Merger Agreement. | v405040_8k.htm |
| 2015-03-19 | 8-K | 2015-03-13 | 3.02 Unregistered Sales of Equity Securities | 3.02 Pursuant to Sections 3(a) and 3(d) of the previously disclosed Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock, as amended (the “Certificate of Designation”) of CIG Wireless Corp. (the “Company”), Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC (the “Series A Investors”) are entitled to receive additional shares of the Company’s Series A-2 Convertible Preferred Stock, $0.00001 par value per share (“Series A-2 Preferred Stock”) upon the occurrence of certain events. | v405001_8-k.htm |
| 2015-01-22 | 8-K/A | 2014-12-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 Pursuant to the previously disclosed Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2012, as amended, of Communications Infrastructure Group, LLC (“CIG LLC”), an indirect subsidiary of the Company, on December 31, 2014, certain Class A membership interests in CIG LLC, having an aggregate exchange value of $11,009,929, were automatically exchanged for 39,490,420 shares of common stock, par value $0.00001 per share (“Common Stock”) of the Company (referred to herein as the “Exchange Shares”) at a rate of $0.2788 per share. | v399306_8ka.htm |
| 2015-01-08 | 8-K | 2014-12-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 Pursuant to the previously disclosed Amended and Restated Limited Liability Company Operating Agreement, dated June 30, 2012, as amended, of Communications Infrastructure Group, LLC (“CIG LLC”), an indirect subsidiary of CIG Wireless Corp. (the “Company”), on December 31, 2014, certain Class A membership interests in CIG LLC, having an aggregate conversion value of $11,009,929, were automatically converted into 39,490,420 shares of common stock, par value $0.00001 per share (“Common Stock”) of the Company (referred to herein as the “Conversion Shares”) at a rate of $0.2788 per share. | v398317_8k.htm |
| 2014-12-15 | 8-K | 2014-12-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The Second Amendment and the Notes constitute direct financial obligations of the Company. | v396509_8-k.htm |
| 2014-11-14 | 8-K | 2014-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2014, CiG Wireless Corp. (the “Company”) issued a press release announcing its results of operations for the third quarter ended September 30, 2014. | v394378_8k.htm |
| 2014-08-28 | 8-K | 2014-08-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On August 26, 2014, the Company issued the Indemnity Shares and the Anti-Dilution Shares as described in Item 1.01 above, which disclosure is incorporated into this Item 3.02 by reference thereto. | v388009_8-k.htm |
| 2014-08-14 | 8-K | 2014-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2014, CiG Wireless Corp. (the “Company”) issued a press release announcing its results of operations for the second quarter ended June 30, 2014. | v386854_8-k.htm |
| 2014-03-13 | 8-K | 2014-03-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 On March 7, 2014, CIG Comp Tower, LLC, a wholly owned subsidiary of the Company, acquired six (6) antenna towers from “STAR” as described in Item 1.01 above, which disclosure is incorporated into this Item 2.01 by reference thereto. 3.02 On March 7, 2014, the Company issued shares of Series A Preferred Stock, as described in Item 1.01 above, which disclosure is incorporated into this Item 3.02 by reference thereto. | v371622_8k.htm |
| 2014-03-05 | 8-K | 2014-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 29, 2014, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”) adopted a 2014 Equity Incentive Plan (the “2014 Plan”). | v370609_8k.htm |
| 2014-03-05 | 8-K/A | 2013-12-17 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 The information set forth under Item 2.01 to the Original Report is hereby incorporated herein by reference thereto. | v370598_8ka.htm |
| 2013-12-23 | 8-K | 2013-12-17 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 2.01 Effective as of December 17, 2013, CIG Comp Tower, LLC a wholly owned subsidiary of CIG Wireless Corp. (the “Company”) acquired 14 antenna towers from Southern Tower Antenna Rental, L.L.C. (“STAR”) and Southern Tower Antenna Rental II, L.L.C. (“STAR II”). 3.02 On December 18, 2013, Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“FT-LP”), and Fir Tree REF III Tower LLC (“FT-LLC”, and together with FT-LP, the “Fir Tree Investors”) purchased an aggregate of 60,000 shares of Series A-1 Non-Convertible Preferred Stock of the Company, $0.00001 par value per share (the “Series A-1 Preferred Stock”) and 5,139,192 shares of Series A-2 Convertible Preferred Stock of the Company, $0.00001 par value per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”) for an aggregate purchase price of $6,000,000. 5.01 As a result of the issuance of the Additional Shares, the Dividend Shares and the Accrual Shares on December 18, 2013, the Fir Tree Investors have acquired, and now exercise voting control over a majority of the Company’s issued and outstanding voting securities. | v363644_8k.htm |
| 2013-10-18 | 8-K/A | 2013-08-02 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 The information set forth under Item 2.01 to the Original Report is hereby incorporated herein by reference thereto. | v357704_8ka.htm |
| 2013-10-03 | 8-K | 2013-09-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 The Company has entered into a Severance Agreement with Mr. B. Eric Sivertsen, the Company’s former Executive Vice President of Legal and Compliance, as described in Item 1.01 above, which is incorporated herein by reference thereto. | v356654_8k.htm |
| 2013-09-27 | 8-K | 2013-09-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.02 Effective as of September 23, 2013, Mr. Jarret Cohen, a member of the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”), has been appointed to the Audit Committee of the Board. 8.01 On September 23, 2013, the Board approved recommending to the shareholders the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 200,000,000. | v356074_8k.htm |
| 2013-09-05 | 8-K | 2013-08-29 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 On August 29, 2013, CIG Wireless Corp. (the “Company”) terminated the employment of Mr. B. Eric Sivertsen who had served as the Company’s Executive Vice President of Legal and Compliance since August 2, 2013. 5.02 Effective August 29, 2013, the Company terminated the employment of Mr. B. Eric Sivertsen who had been serving as the Company’s Executive Vice President of Legal and Compliance, as described in Item 1.02 above, which is incorporated herein by reference thereto. | v354432_8k.htm |
| 2013-08-07 | 8-K | 2013-08-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On May 3, 2013, the Corporation and Liberty Towers, LLC entered into a Purchase and Sale Agreement (the “Liberty Purchase and Sale Agreement”) pursuant to which the Corporation agreed to acquire certain assets from the Liberty Towers, LLC. 3.02 The information set forth above under Item 1.01 regarding the sale of Series A Preferred Stock and the issuance of Common Stock to the Liberty Investors is hereby incorporated by reference into this Item 3.02. 5.02 Prior to the closing of Series A Preferred Stock transaction, effective August 1, 2013, Messrs. 5.03 On August 1, 2013, the Corporation filed the Certificate of Designation with the State of Nevada regarding the rights and preferences of the Series A Preferred Stock. 7.01 On August 5, 2013, the Registrant issued the press release attached hereto as Exhibit 99.1. 8.01 On August 5, 2013, the Corporation issued a press release, attached hereto as Exhibit 99.1. | v352197_8k.htm |
| 2013-05-22 | 8-K | 2013-05-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On May 22, 2013, the Company issued a press release, attached hereto as Exhibit 99.1. | v345894_8k.htm |
| 2013-05-06 | 8-K | 2013-04-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02. 8.01 In connection with the Liberty Towers Acquisition, the Company is planning on raising additional equity capital pursuant to a private placement with accredited investors. | v343913_8-k.htm |
| 2013-04-19 | 8-K | 2013-04-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of April 19, 2013, Mr. Grant A. Barber has been appointed as a member of the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”). | v342012_8k.htm |
| 2013-03-25 | 8-K | 2013-03-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Akram Baker has resigned as a Member of the Board of Directors of CIG Wireless Corp. (the “Company”), effective as of March 22, 2013. | v339125_8k.htm |
| 2013-02-20 | 8-K/A | 2012-09-07 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit 10.1 Credit Agreement, dated as of August 17, 2012 by and among the CIG Comp Tower, LLC, the Lenders who are from time-to-time party thereto, and Macquarie Bank Limited.* Exhibit 10.2 Security Agreement, dated as of September 7, 2012, by and among CIG Comp Tower, LLC, CIG Properties, LLC, and Macquarie Bank Limited, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 14, 2012. | v335747_8ka.htm |
| 2013-01-25 | 8-K | 2013-01-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On January 23, 2013, the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”) approved a change in the Company’s fiscal year end from September 30th to December 31st. 8.01 On January 23, 2013, the Board authorized the creation of a compensation committee (the “Compensation Committee”). | v333006_8k.htm |
| 2013-01-18 | 8-K/A | 2012-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On December 31, 2012, CIG Wireless Corp. (the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012 (the “Operating Agreement”), together with Compartment IT2, LP, Compartment IT5, LP and Compartment IT9, LP (collectively, the “Compartments”), the general partner of the Compartments, IAM US, LLC, the managing director of the general partner, MfAM Mobilfunk Asset Management GmbH, and the following subsidiaries of the Company: Communications Infrastructure Group, LLC (“CIG, LLC”), CIG Solutions, LLC, and CIG Towers, LLC. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | v332550_8ka.htm |
| 2013-01-07 | 8-K | 2012-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On December 31, 2012, CIG Wireless Corp. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012 (the “Operating Agreement”), together with Compartment IT2, LP, Compartment IT5, LP and Compartment IT9, LP (collectively, the “Compartments”), the general partner of the Compartments, IAM US, LLC, the managing director of the general partner, MfAM Mobilfunk Asset Management GmbH, and the following subsidiaries of the Company: Communications Infrastructure Group, LLC (“CIG, LLC”), CIG Solutions, LLC, and CIG Towers, LLC. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | v331531_8k.htm |
| 2012-12-19 | 8-K/A | 2012-09-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On September 7, 2012, the Company, through its subsidiary CIG Comp Tower, LLC (the “Borrower”), closed a new $150 million multi-draw term loan credit facility (the “Credit Facility”) with Macquarie Bank Limited (“Macquarie”). 2.01 On September 7, 2012, the Company acquired certain communications towers and related assets and rights from Towers of Texas, Ltd., a privately held company, pursuant to the terms and conditions of an asset purchase agreement. 2.03 The information set forth under Item 1.01 to the Form 8-K filed on September 14, 2012, under the caption “$150 million Macquarie Bank Credit Facility” and under Item 2.03 to the Form 8-K filed on September 14, 2012 is hereby incorporated herein by reference thereto. 8.01 The information set forth under Item 8.01 to the Form 8-K filed on September 14, 2012 is hereby incorporated herein by reference thereto. | v330386_8ka.htm |
| 2012-09-14 | 8-K | 2012-09-13 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On September 7, 2012, CIG Wireless Corp. (the “Company”), through its subsidiary CIG Comp Tower, LLC (the “Borrower”), closed a new $150 million multi-draw term loan credit facility (the “Credit Facility”) with Macquarie Bank Limited (“Macquarie”). 2.01 On September 7, 2012, the Company acquired certain communications towers and related assets and rights from Towers of Texas, Ltd., a privately held company, pursuant to the terms and conditions of an asset purchase agreement. 2.03 The information set forth above under Item 1.01 under the caption “$150 million Macquarie Bank Credit Facility” is hereby incorporated by reference into this Item 2.03. 8.01 On September 11, 2012, the Company issued a press release announcing the closing of the Credit Facility described above. | cig-form8k.htm |
| 2012-08-23 | 8-K | 2012-08-14 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On July 25, 2012, the Board of Directors approved a new class of Series B 2012 Convertible Redeemable Preferred Stock to be designated from the Company’s authorized preferred stock (such new class is referred to herein as the “Preferred Stock”). | cigwireless8-k.htm |
| 2012-08-08 | 8-K | 2012-07-25 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 The Company has entered into an employment agreement with Mr. McGinn, as described in Item 1.01 above, which is incorporated herein by reference into this Item 5.02. | cigwireless8-kfor07252012.htm |
| 2012-07-12 | 8-K | 2012-06-27 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 All of the shares of Company common stock disclosed in Item 1.01 above were issued by the Company in reliance upon the exemption from securities registration provided by Regulation S promulgated under the U.S. Securities Act of 1933, as amended. | cigwireless8-kfor06272012.htm |
| 2012-07-11 | 8-K | 2012-06-30 | 8.01 Other Events | 8.01 On June 30, 2012, CIG Wireless Corp. (the “Company”) restructured the ownership of certain of its subsidiaries and communication towers (the “Restructuring”) intended to align the Company’s organization with its strategic plans, including anticipated near-term financing. | cigwireless8-kfor07112012.htm |
| 2012-07-02 | 8-K | 2012-06-29 | 1.02 Termination of a Material Definitive Agreement | 1.02 On June 29, 2012, Communications Infrastructure Group, LLC (referred to herein as the “Purchaser”), a subsidiary of CIG Wireless Corp. (the “Company”), determined not to proceed with the Asset Purchase Agreement by and between the Purchaser and Towers of Texas, Ltd. (referred to herein as the “Seller”), dated as of March 15, 2012, pursuant to which the Seller had agreed to sell to the Purchaser certain communications towers and related assets and rights. | cigwireless8-k.htm |
| 2012-05-25 | 8-K | 2012-05-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | cigwireless8-k.htm |
| 2012-05-18 | 8-K | 2012-05-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 14, 2012, Mr. Sebastien Koechli resigned as the President of CIG Wireless Corp. (the “Company”). | cigwireless8-kfor05142012.htm |
| 2012-04-18 | 8-K | 2012-03-22 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.02 The Company and Mr. Baker have agreed that his compensation shall initially be $5,000 per month of which $2,500 shall be payable on a monthly basis. 5.03 On March 28, 2012, the Board of Directors of the Company amended the bylaws of the Company to reflect the Company’s name change to “CIG Wireless Corp.” No other amendments were made to the bylaws and all other provisions of the Company bylaws remain unchanged. | cigwireless8-k03222012.htm |
| 2012-02-08 | 8-K | 2012-02-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 6, 2012, Mr. Paul McGinn was appointed as the Chief Executive Officer and as a Member of the Board of Directors (the “Board”) of CIG Wireless Corp. (the “Company”). | cigwireless8-k.htm |
| 2012-02-03 | 8-K | 2012-01-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On January 27, 2012, CIG Wireless Corp. (the “Company”) entered into a binding term sheet with Mr. Paul McGinn for him to serve as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”). | cigwireless8-krenewceo.htm |
| 2012-01-09 | 8-K | 2011-12-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | cigwireless8-krenotewg201112.htm |
| 2011-12-29 | 8-K | 2011-12-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 28, 2011 the Board of Directors of Registrant approved the change of fiscal year-end from February 28 to September 30. | cigwireless8-kfor12282011.htm |
| 2011-12-23 | 8-K | 2011-12-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth in Item 1.01 of this is incorporated by reference into this Item 3.02. | cig-8kfordecember2220111.htm |
| 2011-12-07 | 8-K | 2011-12-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 2.01. 3.02 The information set forth in Item 1.01 of this is incorporated by reference into this Item 3.02. | v242524_8k.htm |
| 2011-12-01 | 8-K | 2011-11-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Mr. Akram Baker has been appointed as the Chief Executive Officer of CIG Wireless Corp. (the “Company”) as of November 28, 2011. 8.01 The Company’s Board of Directors and the holder of a majority of the Company’s outstanding shares of common stock have approved resolutions to amend the Company’s Articles of Incorporation by changing the Company’s name from “Cyber Supply Inc.” to “CIG Wireless Corp.” (the “Name Change”). | cybersupply8-kreboard.htm |
| 2011-11-10 | 8-K/A | 2011-10-03 | 9.01 Financial Statements and Exhibits | 9.01 The Company’s Annual Report on Form 10-K for the period ended February 28, 2011, as filed with the U.S. Securities and Exchange Commission on May 31, 2011. | form8-ka210032011.htm |
| 2011-10-25 | 8-K/A | 2011-10-03 | 5.06 Change in Shell Company Status | 5.06 As a result of the CIG Services Acquisition, the Company is no longer a “shell company” as such term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. | cybersupplyrevised8-kwg20111.htm |
| 2011-10-11 | 8-K | 2011-10-03 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 As described in Item 1.01 above, on October 7, 2011, the Parties entered into the Limited Liability Company Membership Interests Purchase Agreement, pursuant to which the Company has acquired CIG Services. 3.02 As described in Item 1.01 above, on October 7, 2011, the Company issued to a Delaware investment company one million shares of restricted preferred stock, designated as Series A 4% Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A 4% Preferred Stock”), at a purchase price of $2.00 per share, for total proceeds to the Company of $2,000,000. 5.01 On October 3, 2011, Ms. Maria Shostak sold 11,500,000 shares of common stock to two purchasers in a private transaction (the “Change of Control Transaction”). 5.02 Ms. Shostak resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company, effective as of August 8, 2011. 5.03 On October 7, 2011, the Company filed a Certificate of Designations with the State of Nevada regarding the rights and preferences of the Series A 4% Preferred Stock issued by the Company, as described in Item 1.01, above, which is incorporated herein by reference into this Item 5.03. 5.06 As a result of the CIG Services Acquisition, the Company is no longer a “shell company” as such term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. | cybersupply-super8kfor100720.htm |
| 2011-09-27 | 8-K | 2011-09-27 | 8.01 Other Events | 8.01 On September 23, 2011, the Board of Directors of Cyber Supply Inc. (the “Company”) declared a stock dividend applicable to all stockholders as of the close of business on the record date of October 3, 2011. | cybersupplyform8-kfor092711.htm |
| 2011-08-09 | 8-K | 2011-08-08 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Certain Officers; Compensatory Arrangements of Certain Officers. | cybersupply8kfor08092011.htm |
| 2011-06-01 | 8-K | 2011-05-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 1, 2011, we entered into a corporate development service agreement (the "Agreement") with CRG Finance AG ("CRG"). | cyber8kfor06012011.htm |
| 2011-02-25 | 8-K | 2011-02-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 14, 2011, we arranged to borrow $25,000 from CRG Finance AG. | cyber8kfor02242011.htm |