SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SIRICOMM, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
82967C 10 2
(CUSIP Number of Class of Securities)
Henry P. Hoffman
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
(417) 626-9961
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2002
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
CUSIP No. 82967C 10 2 Page 2 of 6
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Henry P. Hoffman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,762,303
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
OWNED BY ---
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,762,303
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
---
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,762,303
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*Mr. Hoffman acquired these shares as a result of being a shareholder of
SiriCOMM, Inc. (Missouri), accordingly he may be considered a member of the
group of other shareholders.
CUSIP No. 82967C 10 2 Page 3 of 6
Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") is being filed with
respect to the common stock, $0.001 par value (the "Common Stock"), of SiriCOMM,
Inc. (f/k/a Fountain Pharmaceuticals, Inc.), a Delaware corporation (the
"Company"). The Company's principal executive office is located at 2900 Davis
Boulevard, Suite 130, Joplin, Missouri 64804.
Item 2. Identity and Background.
(a) This statement is filed by Henry P. Hoffman (the "Reporting
Person") with respect to shares directly owned by him.
Any disclosures herein with respect to persons other than the Reporting
Person is made on information and belief after making inquiry to the appropriate
party.
(b) The business address of Henry P. Hoffman is 2900 Davis Boulevard,
Suite 130, Joplin, Missouri 64804.
(c) Mr. Hoffman is principally engaged as the President, CEO and
Chairman of SiriCOMM, Inc.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Hoffman is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On November 21, 2002, the Company completed the acquisition of all of
the issued and outstanding shares of SiriCOMM, Inc, a Missouri corporation.
Pursuant to the transaction, the Company issued an aggregate of 9,662,562 shares
to the (19) shareholders of SiriCOMM (Missouri). Included in that number of
shares was the 5,762,303 shares issued to Mr. Hoffman. The shares of SiriCOMM
(Missouri) that Mr. Hoffman exchanged in connection with the above described
transaction were paid for out of personal funds and services rendered by Mr.
Hoffman to SiriCOMM (Missouri).
CUSIP No. 82967C 10 2 Page 4 of 6
Item 4. Purpose of Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr.
Hoffman were acquired for, and are being held for, investment purposes. The
shares were acquired in connection with the Company's acquisition of SiriCOMM
(Missouri).
The Reporting Person may in the future directly acquire shares of
Common Stock in open market or private transactions, block purchases or
otherwise. The Reporting Person may continue to hold or dispose of all or some
of the securities reported herein from time to time, in each case in open market
or private transactions, block sales or purchases or otherwise, subject to
compliance with applicable law. Other than as set forth herein, the Reporting
Person has no plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the
Schedule 13D. The Reporting Person may, at any time and from time to time,
review or reconsider his or its position and formulate plans or proposals with
respect thereto, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 21, 2002, the Reporting
Person was the beneficial owner, within the meaning of Rule 13d-3 under the
Exchange Act, of 5,762,303 shares of Common Stock. As of November 21, 2002,
these shares represented 59% of the sum of the 9,767,234 total shares of
Common Stock outstanding as reported.
(b) The sole or shared power to vote or dispose of, or to direct the
vote or disposition of the Common Stock with respect to each Reporting Person
noted in paragraph (a) of this Item 5 is as set forth on the cover sheets of
this Schedule 13D.
(c) There have been no transactions involving the shares of Common
Stock of the Company engaged in during the 60 day period prior to and including
September 22, 2002 up to the present.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On October 1, 2002, Mr. Hoffman granted Quest Capital Alliance, L.L.C.
("Quest") an option to purchase up to 100,000 shares of the Company's common
stock at $1.00 per share. The option expires October 1, 2005. the option was
granted to Quest in connection with a fifty thousand Dollar ($50,000) loan made
by Quest to the Company. Quest has the right to purchase up to 50,000 shares
prior to the maturity date of the loan. In the event the loan is not paid on
that date, the option increases to 100,000 shares.
On October 15, 2002, Mr. Hoffman granted Bill and Susan Perkin
(collectively "Perkin") an option to purchase 25,000 shares of the Company's
common stock at $1.00 per share. The option expires October 15, 2005. The option
was granted to Perkin in connection with a twenty-five thousand dollar ($25,000)
loan made by Perkin to the Company.
CUSIP No. 82967C 10 2 Page 5 of 6
On October 31, 2002, Mr. Hoffman granted William R. and Joy C. Fotsch
(collectively "Fotsch") an option to purchase 50,000 shares of the Company's
common stock at $1.00 per share. The option expires October 31, 2005. The option
was granted to Fotsch in connection with a fifty thousand dollar ($50,000) loan
made by Fotsch to the Company.
On November 13, 2002, Mr. Hoffman granted Marvin and Donna McDaniel
(collectively "McDaniel") an option to purchase 25,000 shares of the Company's
common stock at $1.00 per share. The option expires November 13, 2005. The
option was granted to McDaniel in connection with a twenty-five thousand dollar
($25,000) loan made by McDaniel to the Company.
Except as discussed above, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
named in Item 2 of this statement and between such Reporting Persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Option Agreement dated October 1, 2002 between Henry P. Hoffman and
Quest Capital Alliance, L.L.C.
2. Option Agreement dated October 15, 2002 between Henry P. Hoffman and
Bill and Susan Perkin.
3. Option Agreement dated October 31, 2002 between Henry P. Hoffman and
William R. and Joy C. Fotsch.
4. Option Agreement dated November 13, 2002 between Henry P. Hoffman
and Marvin and Donna McDaniel.
CUSIP No. 82967C 10 2 Page 6 of 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 21, 2002 /s/ Henry P. Hoffman
---------------------------
Henry P. Hoffman
Exhibit 1
OPTION AGREEMENT
Stock purchase option agreement (the "Agreement") executed October 1,
2002, between Quest Capital Alliance, L.L.C., (hereafter referred to as
"Optionee") and Henry P. Hoffman, stockholder of SiriCOMM, Inc. (hereafter
referred to as "Stockholder").
RECITALS
WHEREAS, SiriCOMM, Inc. (hereafter referred to as the "Corporation"),
is a corporation organized under the laws of the State of Missouri, with its
principal place of business at 2900 Davis Boulevard, Suite 130, Joplin, Missouri
64804.
WHEREAS, the Corporation has entered into a Stock Purchase Agreement
with Fountain Pharmaceuticals, Inc. ("Fountain"), a corporation organized under
the laws of the State of Delaware, with its principal place of business at 505
South Westland Avenue, Suite D, Tampa, Florida 33606, pursuant to which each
share of the Corporation's common stock ("SiriCOMM Common Stock") will be
exchanged for 984.1678 shares of Fountain's post 60-for-1 reverse split common
stock ("Fountain Common Stock").
WHEREAS, Stockholder is the President and CEO of the Corporation and
the owner of 5,855 shares of the Corporation's Common Stock, upon the closing of
the Stock Purchase Agreement Stockholder will exchange these shares for an
aggregate of 5,762,303 shares of Fountain Common Stock.
WHEREAS, Optionee desires to lend Corporation Fifty Thousand Dollars
($50,000) ("Loan") and Corporation is desirous of borrowing such money from
Optionee, as a condition for making the Loan, Optionee requires that Stockholder
grant Optionee an option to purchase 50.8043 shares of SiriCOMM, Inc., or,
should the Loan not be repaid as such obligation matures, an option to purchase
101.6086 shares, which will be exchanged into 50,000 or 100,000 shares of
Fountain Common Stock, as the case may be, upon the Closing of the Stock
Purchase Agreement, (the 50.8043 and 101.6086 shares of SiriCOMM, Inc. and the
50,000 and 100,000 shares of Fountain Common Stock are collectively referred to
as the "Option Shares").
WHEREAS, Stockholder will derive benefit from the Loan and therefore is
willing to grant an option to Optionee.
NOW, THEREFORE, in consideration of Optionee making the Loan to the
Corporation, and for other good and valuable consideration, the Stockholder
hereby grants the Optionee options to purchase from the Stockholder the Option
Shares on the following terms and conditions:
1. Option.
The Stockholder hereby grants to the Optionee the option to purchase,
at any time prior to October 1, 2005, the Option Shares.
2. Purchase Price.
The purchase price shall be an aggregate of $50,000 or $985.17 per
share of SiriCOMM Stock prior to the closing of the Stock Purchase Agreement, or
$1.00 per share of Fountain Common Stock after the closing of the Stock Purchase
Agreement, or should the Loan not be repaid as such obligation matures, the
purchase price shall be an aggregate of $50,000 or $492.58 per share of SiriCOMM
stock prior to the closing of the Stock Purchase Agreement, or .50 per share of
Fountain Common Stock after the closing of the Stock Purchase Agreement. The
Stockholder shall cause the Corporation to pay all original issue or transfer
taxes on the exercise of this option and all other fees and expenses necessarily
incurred by the parties in connection therewith.
3. Exercise of Option.
The Optionee shall notify the Stockholder in writing that it desires to
purchase the Option Shares, which notice shall be accompanied by payment (by
cash, wire transfer or certified check) of the option price as specified in
Paragraph 2 above. As soon as practicable thereafter, the Stockholder, at the
principal office of the Corporation, shall tender to Optionee a certificate(s)
issued in the Optionee's name evidencing the Option Shares.
4. Dividends.
Any cash dividends declared by either the Corporation or Fountain, as
the case may be, on their common stock, prior to the Optionee exercising its
option hereunder shall be retained by the Stockholder.
5. Adjustments Upon Changes in Capitalization.
As stated above, this Option Agreement contemplates the closing of the
Stock Purchase Agreement and 60-for-1 reverse split of Fountain. In the event of
changes in the outstanding Common Stock of the Corporation or Fountain, except
as described in the preceding sentence, by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combination, or exchanges of
shares, separations, reorganizations, or liquidation, the number of Option
Shares shall be correspondingly adjusted. No adjustment shall be made with
respect to issuance of Common Stock by either the Corporation or Fountain in
connection with capital raising, acquisitions, and the issuance of Common Stock
to a third party as payment for services to either entity.
If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of shares.
6. No Rights in Option Shares.
Optionee shall have no rights as a stockholder in respect of the Option
Shares until the option has been exercised and payment made as herein provided.
2
7. Default.
In the event Optionee shall default in making the payment provided for
in Paragraph 3 of this Agreement, and such default shall continue for a period
of five (5) days, this Agreement shall terminate in the same manner as it would
by limitation on October 1, 2005, if Optionee had not on or before October 1,
2005, exercised its option to acquire the Option Shares.
8. Stock as Investment.
By accepting this option, the Optionee agrees for itself, its assigns
and designees, that any and all Option Shares purchased hereunder shall be
acquired for investment and not for distribution. Unless a registration
statement is filed with the Securities and Exchange Commission covering the
Option Shares, sales of the Option Shares may usually be made only in compliance
with the terms of Rule 144 under the Securities Act of 1933, as amended (the
"Act"). Rule 144 requires, among other things, that the Option Shares be held
for at least one year after acquisition, which period commences upon exercise of
the option.
Optionee covenants and agrees that it will not transfer, sell or
otherwise dispose of any of the Option Shares in a manner which would violate,
nor without having furnished the Corporation or Fountain, as the case may be, an
opinion of counsel reasonably satisfactory to the Corporation or Fountain, as
the case may be, that such transfer, sale or other disposition would not
violate, the Act or applicable state securities laws, or the rules and
regulations thereunder. It understands that the certificates representing the
Shares will bear a legend to that effect and that the Corporation or Fountain,
as the case may be, will instruct its transfer agent not to register a transfer
of the Shares unless the conditions specified in the legend have been satisfied.
9. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.
10. Miscellaneous.
This Agreement shall be construed under the laws of the State of
Missouri. Headings have been included herein for convenience of reference only,
and shall not be deemed a part of the Agreement.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
OPTIONEE:
QUEST CAPITAL ALLIANCE, L.L.C.
By: /s/ Steven W. Fox
------------------------------
Name: Steven W. Fox
Title: General Manager
STOCKHOLDER:
/s/ Henry P. Hoffman
------------------------------
Henry P. Hoffman
4
Exhibit 2
OPTION AGREEMENT
This stock purchase option agreement (the "Agreement") executed 15
October, 2002, between Bill Perkin and Susan Perkin, husband and wife,
(hereafter referred to as "Optionee") and Henry P. Hoffman, stockholder of
SiriCOMM, Inc. (hereafter referred to as "Stockholder").
RECITALS
WHEREAS, SiriCOMM, Inc. (hereafter referred to as the "Corporation"),
is a corporation organized under the laws of the State of Missouri, with its
principal place of business at 2900 Davis Boulevard, Suite 130, Joplin, Missouri
64804.
WHEREAS, the Corporation has entered into a Stock Purchase Agreement
with Fountain Pharmaceuticals, Inc. ("Fountain"), a corporation organized under
the laws of the State of Delaware, with its principal place of business at 505
South Westland Avenue, Suite D, Tampa, Florida 33606, pursuant to which each
share of the Corporation's common stock ("SiriCOMM Common Stock") will be
exchanged for 984.1678 shares of Fountain's post 60-for-1 reverse split common
stock ("Fountain Common Stock").
WHEREAS, Stockholder is the President and CEO of the Corporation and
the owner of 5,855 shares of the Corporation's Common Stock, upon the closing of
the Stock Purchase Agreement Stockholder will exchange these shares for an
aggregate of 5,762,303 shares of Fountain Common Stock.
WHEREAS, Optionee desires to lend Corporation Twenty Five Thousand
Dollars ($25,000) ("Loan") and Corporation is desirous of borrowing such money
from Optionee, as a condition for making the Loan, Optionee requires that
Stockholder grant Optionee an option to purchase 25.402 shares of SiriCOMM,
Inc., which will be exchanged into 25,000 shares of Fountain Common Stock upon
the Closing of the Stock Purchase Agreement, (the 25.402 shares of SiriCOMM,
Inc. and the 25,000 shares of Fountain Common Stock are collectively referred to
as the "Option Shares").
WHEREAS, Stockholder will derive benefit from the Loan and therefore is
willing to grant an option to Optionee.
NOW, THEREFORE, in consideration of Optionee making the Loan to the
Corporation, and for other good and valuable consideration, the Stockholder
hereby grants the Optionee options to purchase from the Stockholder the Option
Shares on the following terms and conditions:
1. Option.
The Stockholder hereby grants to the Optionee the option to purchase,
at any time prior to 15 October, 2005, the Option Shares.
1
2. Purchase Price.
The purchase price shall be an aggregate of $25,000 or $984.17 per
share of SiriCOMM Stock prior to the closing of the Stock Purchase Agreement, or
$1.00 per share of Fountain Common Stock after the closing of the Stock Purchase
Agreement. The Stockholder shall cause the Corporation to pay all original issue
or transfer taxes on the exercise of this option and all other fees and expenses
necessarily incurred by the parties in connection therewith.
3. Exercise of Option.
The Optionee shall notify the Stockholder in writing that it desires to
purchase the Option Shares, which notice shall be accompanied by payment (by
cash, wire transfer or certified check) of the option price as specified in
Paragraph 2 above. As soon as practicable thereafter, the Stockholder, at the
principal office of the Corporation, shall tender to Optionee a certificate(s)
issued in the Optionee's name evidencing the Option Shares.
4. Dividends.
Any cash dividends declared by either the Corporation or Fountain, as
the case may be, on their common stock, prior to the Optionee exercising its
option hereunder shall be retained by the Stockholder.
5. Adjustments Upon Changes in Capitalization.
As stated above, this Option Agreement contemplates the closing of the
Stock Purchase Agreement and 60-for-1 reverse split of Fountain. In the event of
changes in the outstanding Common Stock of the Corporation or Fountain, except
as described in the preceding sentence, by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combination, or exchanges of
shares, separations, reorganizations, or liquidation, the number of Option
Shares shall be correspondingly adjusted. No adjustment shall be made with
respect to issuance of Common Stock by either the Corporation or Fountain in
connection with capital raising, acquisitions, and the issuance of Common Stock
to a third party as payment for services to either entity.
If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of shares.
6. No Rights in Option Shares.
Optionee shall have no rights as a stockholder in respect of the Option
Shares until the option has been exercised and payment made as herein provided.
2
7. Default.
In the event Optionee shall default in making the payment provided for
in Paragraph 3 of this Agreement, and such default shall continue for a period
of five (5) days, this Agreement shall terminate in the same manner as it would
by limitation on 10 October, 2005, if Optionee had not on or before 15 October,
2005, exercise its option to acquire the Option Shares.
8. Stock as Investment.
By accepting this option, the Optionee agrees for itself, its assigns
and designees, that any and all Option Shares purchased hereunder shall be
acquired for investment and not for distribution. Unless a registration
statement is filed with the Securities and Exchange Commission covering the
Option Shares, sales of the Option Shares may usually be made only in compliance
with the terms of Rule 144 under the Securities Act of 1933, as amended (the
"Act"). Rule 144 requires, among other things, that the Option Shares be held
for at least one year after acquisition, which period commences upon exercise of
the option.
Optionee covenants and agrees that it will not transfer, sell or
otherwise dispose of any of the Option Shares in a manner which would violate,
nor without having furnished the Corporation or Fountain, as the case may be, an
opinion of counsel reasonably satisfactory to the Corporation or Fountain, as
the case may be, that such transfer, sale or other disposition would not
violate, the Act or applicable state securities laws, or the rules and
regulations thereunder. It understands that the certificates representing the
Shares will bear a legend to that effect and that the Corporation or Fountain,
as the case may be, will instruct its transfer agent not to register a transfer
of the Shares unless the conditions specified in the legend have been satisfied.
9. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.
10. Miscellaneous.
This Agreement shall be construed under the laws of the State of
Missouri. Headings have been included herein for convenience of reference only,
and shall not be deemed a part of the Agreement.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
OPTIONEE:
/s/ Bill Perkin
--------------------------------
Bill Perkin
/s/ Susann Perkin
--------------------------------
Susann Perkin
STOCKHOLDER:
/s/ Henry P. Hoffman
--------------------------------
Henry P. Hoffman
4
Exhibit 3
OPTION AGREEMENT
This stock purchase option agreement (the "Agreement") executed 31
October, 2002, between William R. and Joy C. Fotsch (hereafter referred to as
"Optionee") and Henry P. Hoffman, stockholder of SiriCOMM, Inc. (hereafter
referred to as "Stockholder").
RECITALS
WHEREAS, SiriCOMM, Inc. (hereafter referred to as the "Corporation"),
is a corporation organized under the laws of the State of Missouri, with its
principal place of business at 2900 Davis Boulevard, Suite 130, Joplin, Missouri
64804.
WHEREAS, the Corporation has entered into a Stock Purchase Agreement
with Fountain Pharmaceuticals, Inc. ("Fountain"), a corporation organized under
the laws of the State of Delaware, with its principal place of business at 505
South Westland Avenue, Suite D, Tampa, Florida 33606, pursuant to which each
share of the Corporation's common stock ("SiriCOMM Common Stock") will be
exchanged for 984.1678 shares of Fountain's post 60-for-1 reverse split common
stock ("Fountain Common Stock").
WHEREAS, Stockholder is the President and CEO of the Corporation and
the owner of 5,855 shares of the Corporation's Common Stock, upon the closing of
the Stock Purchase Agreement Stockholder will exchange these shares for an
aggregate of 5,762,303 shares of Fountain Common Stock.
WHEREAS, Optionee desires to lend Corporation Fifty Thousand Dollars
($50,000) ("Loan") and Corporation is desirous of borrowing such money from
Optionee, as a condition for making the Loan, Optionee requires that Stockholder
grant Optionee an option to purchase 50.804 shares of SiriCOMM, Inc., which will
be exchanged into 50,000 shares of Fountain Common Stock upon the Closing of the
Stock Purchase Agreement, (the 50.804 shares of SiriCOMM, Inc. and the 50,000
shares of Fountain Common Stock are collectively referred to as the "Option
Shares").
WHEREAS, Stockholder will derive benefit from the Loan and therefore is
willing to grant an option to Optionee.
NOW, THEREFORE, in consideration of Optionee making the Loan to the
Corporation, and for other good and valuable consideration, the Stockholder
hereby grants the Optionee options to purchase from the Stockholder the Option
Shares on the following terms and conditions:
1. Option.
The Stockholder hereby grants to the Optionee the option to purchase,
at any time prior to 31 October, 2005, the Option Shares.
1
2. Purchase Price.
The purchase price shall be an aggregate of $50,000 or $984.17 per
share of SiriCOMM Stock prior to the closing of the Stock Purchase Agreement, or
$1.00 per share of Fountain Common Stock after the closing of the Stock Purchase
Agreement. The Stockholder shall cause the Corporation to pay all original issue
or transfer taxes on the exercise of this option and all other fees and expenses
necessarily incurred by the parties in connection therewith.
3. Exercise of Option.
The Optionee shall notify the Stockholder in writing that it desires to
purchase the Option Shares, which notice shall be accompanied by payment (by
cash, wire transfer or certified check) of the option price as specified in
Paragraph 2 above. As soon as practicable thereafter, the Stockholder, at the
principal office of the Corporation, shall tender to Optionee a certificate(s)
issued in the Optionee's name evidencing the Option Shares.
4. Dividends.
Any cash dividends declared by either the Corporation or Fountain, as
the case may be, on their common stock, prior to the Optionee exercising its
option hereunder shall be retained by the Stockholder.
5. Adjustments Upon Changes in Capitalization.
As stated above, this Option Agreement contemplates the closing of the
Stock Purchase Agreement and 60-for-1 reverse split of Fountain. In the event of
changes in the outstanding Common Stock of the Corporation or Fountain, except
as described in the preceding sentence, by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combination, or exchanges of
shares, separations, reorganizations, or liquidation, the number of Option
Shares shall be correspondingly adjusted. No adjustment shall be made with
respect to issuance of Common Stock by either the Corporation or Fountain in
connection with capital raising, acquisitions, and the issuance of Common Stock
to a third party as payment for services to either entity.
If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of shares.
6. No Rights in Option Shares.
Optionee shall have no rights as a stockholder in respect of the Option
Shares until the option has been exercised and payment made as herein provided.
2
7. Default.
In the event Optionee shall default in making the payment provided for
in Paragraph 3 of this Agreement, and such default shall continue for a period
of five (5) days, this Agreement shall terminate in the same manner as it would
by limitation on 31 October, 2005, if Optionee had not on or before 31 October,
2005, exercised its option to acquire the Option Shares.
8. Stock as Investment.
By accepting this option, the Optionee agrees for itself, its assigns
and designees, that any and all Option Shares purchased hereunder shall be
acquired for investment and not for distribution. Unless a registration
statement is filed with the Securities and Exchange Commission covering the
Option Shares, sales of the Option Shares may usually be made only in compliance
with the terms of Rule 144 under the Securities Act of 1933, as amended (the
"Act"). Rule 144 requires, among other things, that the Option Shares be held
for at least one year after acquisition, which period commences upon exercise of
the option.
Optionee covenants and agrees that it will not transfer, sell or
otherwise dispose of any of the Option Shares in a manner which would violate,
nor without having furnished the Corporation or Fountain, as the case may be, an
opinion of counsel reasonably satisfactory to the Corporation or Fountain, as
the case may be, that such transfer, sale or other disposition would not
violate, the Act or applicable state securities laws, or the rules and
regulations thereunder. It understands that the certificates representing the
Shares will bear a legend to that effect and that the Corporation or Fountain,
as the case may be, will instruct its transfer agent not to register a transfer
of the Shares unless the conditions specified in the legend have been satisfied.
9. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.
10. Miscellaneous.
This Agreement shall be construed under the laws of the State of
Missouri. Headings have been included herein for convenience of reference only,
and shall not be deemed a part of the Agreement.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
OPTIONEE:
/s/ William R. Fotsch
----------------------------------
William R. Fotsch
/s/ Joy C. Fotsch
----------------------------------
Joy C. Fotsch
STOCKHOLDER:
/s/ Henry P. Hoffman
----------------------------------
Henry P. Hoffman
4
Exhibit 4
OPTION AGREEMENT
This stock purchase option agreement (the "Agreement") executed 13
November, 2002, between Marvin McDaniel and Donna McDaniel, husband and wife,
(hereafter referred to as "Optionee") and Henry P. Hoffman, stockholder of
SiriCOMM, Inc. (hereafter referred to as "Stockholder").
RECITALS
WHEREAS, SiriCOMM, Inc. (hereafter referred to as the "Corporation"),
is a corporation organized under the laws of the State of Missouri, with its
principal place of business at 2900 Davis Boulevard, Suite 130, Joplin, Missouri
64804.
WHEREAS, the Corporation has entered into a Stock Purchase Agreement
with Fountain Pharmaceuticals, Inc. ("Fountain"), a corporation organized under
the laws of the State of Delaware, with its principal place of business at 505
South Westland Avenue, Suite D, Tampa, Florida 33606, pursuant to which each
share of the Corporation's common stock ("SiriCOMM Common Stock") will be
exchanged for 984.1678 shares of Fountain's post 60-for-1 reverse split common
stock ("Fountain Common Stock").
WHEREAS, Stockholder is the President and CEO of the Corporation and
the owner of 5,855 shares of the Corporation's Common Stock, upon the closing of
the Stock Purchase Agreement Stockholder will exchange these shares for an
aggregate of 5,762,303 shares of Fountain Common Stock.
WHEREAS, Optionee desires to lend Corporation Twenty Five Thousand
Dollars ($25,000) ("Loan") and Corporation is desirous of borrowing such money
from Optionee, as a condition for making the Loan, Optionee requires that
Stockholder grant Optionee an option to purchase 25.402 shares of SiriCOMM,
Inc., which will be exchanged into 25,000 shares of Fountain Common Stock upon
the Closing of the Stock Purchase Agreement, (the 25.402 shares of SiriCOMM,
Inc. and the 25,000 shares of Fountain Common Stock are collectively referred to
as the "Option Shares").
WHEREAS, Stockholder will derive benefit from the Loan and therefore is
willing to grant an option to Optionee.
NOW, THEREFORE, in consideration of Optionee making the Loan to the
Corporation, and for other good and valuable consideration, the Stockholder
hereby grants the Optionee options to purchase from the Stockholder the Option
Shares on the following terms and conditions:
1. Option.
The Stockholder hereby grants to the Optionee the option to purchase,
at any time prior to 13 November, 2005, the Option Shares.
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2. Purchase Price.
The purchase price shall be an aggregate of $25,000 or $984.17 per
share of SiriCOMM Stock prior to the closing of the Stock Purchase Agreement, or
$1.00 per share of Fountain Common Stock after the closing of the Stock Purchase
Agreement. The Stockholder shall cause the Corporation to pay all original issue
or transfer taxes on the exercise of this option and all other fees and expenses
necessarily incurred by the parties in connection therewith.
3. Exercise of Option.
The Optionee shall notify the Stockholder in writing that it desires to
purchase the Option Shares, which notice shall be accompanied by payment (by
cash, wire transfer or certified check) of the option price as specified in
Paragraph 2 above. As soon as practicable thereafter, the Stockholder, at the
principal office of the Corporation, shall tender to Optionee a certificate(s)
issued in the Optionee's name evidencing the Option Shares.
4. Dividends.
Any cash dividends declared by either the Corporation or Fountain, as
the case may be, on their common stock, prior to the Optionee exercising its
option hereunder shall be retained by the Stockholder.
5. Adjustments Upon Changes in Capitalization.
As stated above, this Option Agreement contemplates the closing of the
Stock Purchase Agreement and 60-for-1 reverse split of Fountain. In the event of
changes in the outstanding Common Stock of the Corporation or Fountain, except
as described in the preceding sentence, by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combination, or exchanges of
shares, separations, reorganizations, or liquidation, the number of Option
Shares shall be correspondingly adjusted. No adjustment shall be made with
respect to issuance of Common Stock by either the Corporation or Fountain in
connection with capital raising, acquisitions, and the issuance of Common Stock
to a third party as payment for services to either entity.
If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of shares.
6. No Rights in Option Shares.
Optionee shall have no rights as a stockholder in respect of the Option
Shares until the option has been exercised and payment made as herein provided.
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7. Default.
In the event Optionee shall default in making the payment provided for
in Paragraph 3 of this Agreement, and such default shall continue for a period
of five (5) days, this Agreement shall terminate in the same manner as it would
by limitation on 13 November, 2005, if Optionee had not on or before 13
November, 2005, exercise its option to acquire the Option Shares.
8. Stock as Investment.
By accepting this option, the Optionee agrees for itself, its assigns
and designees, that any and all Option Shares purchased hereunder shall be
acquired for investment and not for distribution. Unless a registration
statement is filed with the Securities and Exchange Commission covering the
Option Shares, sales of the Option Shares may usually be made only in compliance
with the terms of Rule 144 under the Securities Act of 1933, as amended (the
"Act"). Rule 144 requires, among other things, that the Option Shares be held
for at least one year after acquisition, which period commences upon exercise of
the option.
Optionee covenants and agrees that it will not transfer, sell or
otherwise dispose of any of the Option Shares in a manner which would violate,
nor without having furnished the Corporation or Fountain, as the case may be, an
opinion of counsel reasonably satisfactory to the Corporation or Fountain, as
the case may be, that such transfer, sale or other disposition would not
violate, the Act or applicable state securities laws, or the rules and
regulations thereunder. It understands that the certificates representing the
Shares will bear a legend to that effect and that the Corporation or Fountain,
as the case may be, will instruct its transfer agent not to register a transfer
of the Shares unless the conditions specified in the legend have been satisfied.
9. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.
10. Miscellaneous.
This Agreement shall be construed under the laws of the State of
Missouri. Headings have been included herein for convenience of reference only,
and shall not be deemed a part of the Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
OPTIONEE:
/s/ Marvin McDaniel
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Marvin McDaniel
/s/ Donna McDaniel
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Donna McDaniel
STOCKHOLDER:
/s/ Henry P. Hoffman
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Henry P. Hoffman
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