UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, DC 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 reported): February 3, 2005
Multiband Corporation
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(Exact name of registrant as specified in its chapter)
Minnesota 13529 41-1255001
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9449 Science Center Drive
New Hope, Minnesota 55428
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 763-504-3000
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(Former name or former address, if changed since last report)
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Item 3.02
Unregistered Sale of Equity Securities
On February 3, 2005, Multiband Corporation finalized a private placement of the
Company's Series I Convertible Preferred Stock. The series I Offering was funded
by a group of institutional and accredited investors. Multiband intends to use
proceeds received from the offering for the expansion of its nationwide network
of voice, data and video services in Multi-dwelling-units.
Under the terms of the Preferred Stock offering, The Company will issue shares
of its Series I Convertible Preferred Stock in the aggregate amount of ten
million dollars. The preferred shares are Convertible into shares of common
stock at the fixed rate of $1.50 per share. The market closing price of the
Company's common stock was at $1.36 per share on February 2, 2005, the day prior
to the offering's closing. In addition, the investors will receive 7,142,858
three year warrants to purchase common shares at exercise prices of $1.57 and
$1.73 per share. Half of the warrants issued have the former exercise price and
half the warrants issued have the latter exercise price. The Company is also
required to file a registration statement related to the Shares and Warrants.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Form 8-K report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: February 4, 2005 Multiband Corporation
By James L. Mandel
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James L. Mandel
Chief Executive Officer
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Exhibit Index
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Series I Certificate of Designation
Subscription Agreement
Registration Rights Agreement
Form of Warrant