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):
December 12, 2016
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AIRBORNE WIRELESS NETWORK
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(Exact name of Company as specified in its charter)
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Nevada
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333-179079
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27-4453740
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification Number)
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4115 Guardian Street, Suite C, Simi Valley, California 93063
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(Address of principal executive offices)
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(805) 583-4302
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(Company’s Telephone Number)
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____________________________________________________
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(Former name, address and telephone number specified on last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 12, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into and executed a written Memorandum of Understanding with Electric Lightwave Holdings, Inc., a fiber-based network services provider in the western United States (“Lightwave”) (the “Memorandum”).
Pursuant to the provisions of the Memorandum, the ground segment of our contemplated Infinitus Super Highway will be supported by Lightwave’s 12,500-mile fiber optics cable and data center network, which is located throughout the western United States, including an undersea cable link to the Hawaiian Islands.
The foregoing information regarding of the Memorandum does not purport to be complete and is qualified in its entirety by reference to the Memorandum, a copy which is attached hereto as Exhibit 10.1 and is in incorporated herein by this reference.
ITEM 7.01 REGULATION FD
On December 27, 2016, the Company issued a press release announcing the Memorandum.
A copy of that press release is attached to this Current Report as Exhibit 99.1. In accordance with General Instruction B.2 of the Form 8-K, the information set forth in this ITEM 7.01 and in that press release is deemed to be “furnished” and shall not be deemed to be “filed” for purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth this ITEM 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIRBORNE WIRELESS NETWORK
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Date: December 27, 2016
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By:
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/s/ J. Edward Daniels
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J. Edward Daniels,
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President and sole director
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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10.1
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Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc. dated December 12, 2016.
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99.1
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Press Release dated December 27, 2016, announcing the Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc.
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EXHIBIT 10.1
Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc. dated December12, 2016.
Airborne Wireless Network; The world's first airborne, fully meshed, digital super highway
Subject to Contract
Memorandum of Understanding
Between
Airborne Wireless Network.
4115 Guardian Street Suite C
Simi Valley, CA 93063
and
Electric Lightwave Holdings, Inc.
18110 SE St., Building One, Suite 100
Vancouver, WA 98683
This Memorandum of Understanding (“MOU”) sets forth the terms and understanding between the parties regarding the development of a defined portion of Airborne Wireless Network's ground based system infrastructure. Except as otherwise stated herein, this MOU is not intended to be and does not constitute a legally binding obligation of any party hereto, and no individual or entity will have any right so obligations of any kind what so ever relating to the transactions contemplated herein unless and until definitive documentation with respect thereto is executed and delivered.
Airborne Wireless Network, Inc. 4115 Guardian Street, Suite C, Simi Valley, California
info@airbornewirelessnetwork.com
Airborne Wireless Network - Electric Lightwave Holdings, Inc.
Memorandum of Understanding
Purpose
This MOU establishes the mutually beneficial relationship between Airborne Wireless Network and Electric Lightwave Holdings, Inc., including any affiliate which controls, is controlled by or is under common control with Electric Lightwave Holdings, Inc. ("ELW"), including a trust ("ELW"), for the purpose of developing and supporting Airborne Wireless Network's ground based system infrastructure and offering defined benefits to Electric Lightwave Holdings, Inc.
Background
Airborne Wireless Network ("AWN") intends to develop the next generation of aircraft based, broadband connectivity. As part of its Infinitus Digital Super highway system development AWN’s business plan requires partnering with traditional data transfer companies. The company views this partnership as a logical step as ELW has an established network of fiber cables and data centers throughout the Western United States including a link to the Hawaiian Islands. This partnership will provide support for AWN's ground segments in this region. This agreement, once finalized, will allow the Infinit us Digital Super High way access to strategic real estate with in the Western US on which AWN may construct its ground stations and may connect to existing surface infrastructures.
Benefits
There are distinct benefits to both parties; these are defined as follows:
For Airborne Wireless Network
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1.
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Access to ELW's 12500 miles of fiber cabling infrastructure in the Western US.
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Access to ELW's Data centers to facilitate AWN's system data traffic.
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Access to strategic ELW real estate on which AWN will construct its various ground stations within the Western US region.
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Assistance with, or referrals for Airborne Wireless Network throughout its testing phases to final system rollout.
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The ability to reach the milestones in Airborne Wireless Network’s business plan.
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Airborne Wireless Network's value increased with each milestone meet; access to an established surface data transfer infrastructure will be one of these milestones.
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Airborne Wireless Network, Inc. 4115 Guardian Street, Suite C, Simi Valley, California
info@airbornewirelessnetwork.com
Airborne Wireless Network - Electric Lightwave Holdings, Inc.
Memorandum of Understanding
For Electric Liqhtwave-
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Access to Airborne Wireless Network's Infintus Digital Super highway infrastructure.
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Significantly Increased Data Traffic and associated revenues.
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ELW receives additional trade recognition as being one of Airborne Wireless Network's pioneering partners.
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Confidentiality
The terms of this MOU and au other discussions regarding this transaction shall remain strictly confidential, and subject the Mutual Non-Disclosure Agreement executed by the parties.
Duration
This MOU shall be valid until superseded by the final agreement between the parties.
Intent
It is the intent of this MOU to reach a definitive agreement by no later than December 30
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2016, or such later date which is practical for both parties.
Airborne Wireless Network, Inc. 4115 Guardian Street, Suite C, Simi Valley, California
info@airbornewirelessnetwork.com
Airborne Wireless Network - Electric Lightwave Holdings, Inc.
Memorandum of Understanding
Contact Information
Airborne Wireless Network
J. Edward Daniels,
President
4115 Guardian Street, Suite C
Simi Valley, CA. 93063
Office +1805 583-4302
Electric Lightwave Holdings, Inc.
Name: _____________________
Title: ______________________
18110 SE 34
th
St. Building One, Suite 100
Vancouver, WA. 98683
Office
Airborne Wireless Network, Inc. 4115 Guardian Street, Suite C, Simi Valley, California
info@airbornewirelessnetwork.com
EXHIBIT 99.1
Press Release dated December 27, 2016, announcing the Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc.
AIRBORNE WIRELESS NETWORK SIGNS MOU WITH ELECTRIC LIGHTWAVE HOLDINGS, INC., A FIBER, CABLE, AND DATA INFRASTRUCTURE PROVIDER
December 27, 2016
SIMI VALLEY, CALIFORNIA
Airborne Wireless Network (OTC QB: ABWN) is pleased to announce it has entered into an agreement with Electric Lightwave Holdings, Inc. (“Electric Lightwave”). This agreement creates a mutually beneficial relationship pursuant to which the ground segment of our contemplated Infinitus Super Highway™ will be supported by Electric Lightwave’s 12,500-mile fiber optics cable and data center network, which is located throughout the Western United States, including an undersea cable link to the Hawaiian Islands.
Furthermore, we believe this agreement is significant, as it provides us access to strategic properties on which we may construct our ground stations.
With this agreement, we have moved closer toward creating the Infinitus Super Highway™.
Jason T. de Mos, our Vice President of Business Development and Aviation Compliance, said, “This agreement will allow our contemplated Infinitus Super Highway™, once implemented, to reach the end users. Without a ground link, users would have no way to access our network. This agreement with Electric Lightwave Holdings, Inc. provides that initial link to the ground, paving the way for ground segment partnerships for the remainder of the United States.”
Also, pursuant to this agreement, Electric Lightwave has agreed to assist us with introductions and other support and advisory services during our testing phases through and including final system rollout.
On November 30, 2016, Zayo Group Holdings, Inc. (NYSE: ZAYO) announced it has entered into an agreement to acquire Electric Lightwave, formerly known as Integra Telecom, for $1.42 billion in cash. We do not believe that Zayo’s acquisition of Electric Lightwave will affect our agreement with Electric Lightwave.
About Airborne Wireless Network
Airborne Wireless Network intends to create a high-speed broadband airborne wireless network by linking commercial aircraft in flight. Each aircraft participating in the network will act as an airborne repeater or router sending and receiving broadband signals from one aircraft to the next creating a digital superhighway in the sky. Airborne Wireless Network intends is to be a high-speed broadband internet pipeline to improve coverage connectivity. Airborne Wireless Network does not intend to provide retail customer coverage to end users, but, instead, will act as a wholesale carrier with target customers, such as internet service providers and telephone companies.
Currently, the world's connectivity is achieved by use of undersea cables, ground based fiber and satellites. Airborne Wireless Network believes that Airborne Wireless Network's airborne digital highway is the logical solution to fill the world's connectivity void. Once the network is developed and fully implemented, its uses are limitless. Airborne Wireless Network, once developed, should provide low cost, high-speed connectivity to rural areas, island nations, ships at sea, oil platforms, in addition to connectivity to commercial and private aircraft in flight.
For further information see: www.airbornewirelessnetwork.com
Contact:
info@airbornewirelessnetwork.com
805-583-4302
About Electric Lightwave Holdings, Inc.
Electric Lightwave is the largest regional fiber-based network services provider in the western United States. Electric Lightwave provides critical data networking solutions, unified communications platforms, and cloud and security services to enterprises, governments and wholesale carriers. Headquartered in Vancouver, Washington, Electric Lightwave offers a fiber optic network that includes more than 8,000 miles of long haul fiber, 4,000 miles of metro fiber and high bandwidth access with up to 200 Gbps connections. For more information, visit www.electriclightwave.com.
Notice Regarding Forward-Looking Statements:
This release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company's management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to, availability of capital; the inherent uncertainties associated with developing new products or technologies and operating as a development stage company; our ability to raise the additional funding we will need to continue to pursue our business and product development plans; our ability to develop and commercialize products based on our technology platform; competition in the industry in which we operate and market; general industry conditions; general economic factors; the impact of industry regulation; technological advances; new products and patents attained by competitors; manufacturing difficulties or delays; dependence on the effectiveness of the company's patents; and the exposure to litigation, including patent litigation, and/or regulatory actions.