-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QrCS5wbHaXt771SVbtZ6rtcvHE6F6a2GmgtjhMzBaX9MVIq/70g1eHYAw8Vz4/p7 oSa20NAG6e0HW2qijqtiRg== 0001169232-04-003609.txt : 20040712 0001169232-04-003609.hdr.sgml : 20040712 20040712121956 ACCESSION NUMBER: 0001169232-04-003609 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Other events FILED AS OF DATE: 20040712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS AGE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001130131 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 980336674 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31338 FILM NUMBER: 04909530 BUSINESS ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 BUSINESS PHONE: (306) 539-1666 MAIL ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 FORMER COMPANY: FORMER CONFORMED NAME: LENNOC VENTURES INC DATE OF NAME CHANGE: 20001215 8-K 1 d60082_8k.txt FORM 8-K 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) June 30, 2004 WIRELESS AGE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-31338 98-0336674 State or other jurisdiction of (Commission (IRS Employer Incorporation or organization File No.) Identification No.) 13980 Jane Street, King City, Ontario, Canada L7B 1A3 (Address of principal executive offices) (Zip Code) (905) 833-0808 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events and Regulation FD Disclosure Wireless Age Communications, Inc. (the "Company") entered into an Amendment, dated as of June 30, 2004 (the "Amendment") with respect to (i) the Note Purchase and Security Agreement between the Company and Stacey Minichiello, dated as of December 31, 2003; (ii) a Note issued thereunder in the principal amount of $1,930,000.00 (the "First Note"), and (iii) a second Note in the principal amount of $400,000.00, dated as of January 21, 2004 (the "Second Note" and collectively together with the First Note, the "Notes"). Pursuant to the terms of the Amendment, the maturity date for repayment of the Notes shall be extended to September 30, 2004. So long as the Company has fully executed a Second Placement of restricted securities (as described below), the due date for repayment of principal on the Notes shall be further extended to December 31, 2004. Effective as of even date of the Amendment, the Company entered into a Placement Agreement with Robert Sim, Rosemary Sim and 101016305 Saskatchewan Ltd. (collectively, the "Sellers"), providing for the Company's private secondary restricted stock placement of an aggregate of 2,499,450 shares of Company Common Stock, par value $.001 per share (the Shares"). The basic terms of the Placement Agreement provide for a firm commitment first placement of 500,000 Sellers' Shares in a restricted stock placement (the "First Placement"), which closed July 9, 2004. The Placement Agreement provides for the exercise of Company best efforts to cause a second restricted stock placement of 1,999,450 Sellers' Shares, on or before the close of business on September 30, 2004 (the "Second Placement"). In addition, the Company has negotiated the option for the secondary private restricted stock placement of up to 1 million additional Shares owned by 101016305 Saskatchewan Ltd. THE SECURITIES OFFERED UNDER THE PLACEMENT AGREEMENT WILL NOT BE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. # # # 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. Dated: July 9, 2004 WIRELESS AGE COMMUNICATIONS, INC. By /s/ Gary N. Hokkanen ------------------------------ Gary N. Hokkanen Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----