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) July 9, 2004
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Vicom, Incorporated
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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 2
Acquisition of Assets
On July 9 , 2004, Vicom (the Company) completed its acquisition of the
outstanding membership interests of Rainbow Satellite Group, LLC (Rainbow) for
approximately 6.9 million dollars, two million of which was paid for in Vicom
Preferred Stock, valued at $2.00 per share on a conversion formula to Vicom
common stock, one million dollars of which was paid for in cash and the balance
in promissory notes due by January 2005. The consideration paid was based on the
Company's analysis of likely future net incomes to be generated over a six year
period by the acquired Company. The cash was provided by funds Vicom had
previously raised in a private placement. The aforementioned purchase price is
subject to adjustment pursuant to the parties agreement if the number of Rainbow
subscribers increases or decreases as of an adjustment date. The assets were
acquired from the members/owners of Rainbow. Prior to the transaction, there was
no material relationship between the owners of sellers and the Company.
With this acquisition, the Company acquired over 16,000 video subscribers which
are primarily located in California, Colorado, Texas, Florida, Illinois and New
York. Any required proforma information with regards this transaction will be
filed as soon as available.
Item 5: Other Events and Regulation FD Disclosure. The Company is changing its
name from Vicom, Incorporated to Multiband Corporation, effective July 16, 2004.
Vicom's trading symbol on the NASDAQ Stock Exchange will change from VICM to
MBND. This name change was approved by the Company's shareholders at its annual
meeting on June 17, 2004
Item 7: Exhibits:
7.1 Purchase Agreement
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: July 9, 2004 Vicom, Incorporated
By James L. Mandel
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James L. Mandel
Chief Executive Officer
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Exhibit Index
7.1 Purchase Agreement
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