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) April 9, 2007
SIENA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-25499 88-0390360
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5625 Arville, Suite E Las Vegas, Nevada 89118
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(Address of principal executive offices) (Zip Code)
(702) 889-8777
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Information to be Included in the Report
Item 1.01 Entry Into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 9, 2007, Kelley Communication Company, Inc. ("Kelley"), a wholly
owned subsidiary of Siena Technologies, Inc. (the "Company") entered into a
Contribution, Assignment and Assumption Agreement (the "Contribution Agreement")
with MCS Services LLC ("MCS") and Tuscany Services LLC ("Tuscany Services")
pursuant to which Kelley contributed substantially all of its assets used in the
operation of the cable system in the Tuscany Community located in Henderson,
Nevada (the "Tuscany Assets") for a 50% interest in Tuscany Services. The
Tuscany Assets were valued at $750,000 in the transaction. Pursuant to the
Contribution Agreement, MCS contributed $375,000 in cash to Tuscany Services for
a 50% interest in Tuscany Services. Upon the closing of the transaction, Tuscany
Services immediately distributed $375,000 in cash to Kelley. Kelley incurred
approximately $59,000 of professional fees related to this transaction.
In connection with the Contribution Agreement, Kelley and MCS also entered
into an operating agreement dated April 9, 2007 with respect to the operations
of Tuscany Services (the "Operating Agreement"). Pursuant to the Operating
Agreement, Kelley and MCS each appointed a manager of Tuscany Services. The
managers have equal authority and will direct the day-to-day operations of
Tuscany Services. Pursuant to the Operating Agreement, Kelley and MCS are
obligated to equally fund Tuscany Services' cash flow shortage each month, if
any, including an initial contribution by Kelley and MCS of $25,000 cash each.
Additionally, the Operating Agreement contains a "buy-sell" provision that
allows either MCS or Kelley to initiate buy-sell proceedings after the two year
anniversary of the Operating Agreement; provided that purchase price for the
non-initiating member's membership interest cannot be less than that member's
capital account plus a 15% annualized rate of return.
Item 2.06 Material Impairments
In connection with the preparation of its financial statements required to
be included in its Annual Report on Form 10-KSB for the year ended December 31,
2006, the Company concluded that it would record an impairment charge of
approximately $478,000 related to the book value of the Tuscany Assets on
Kelley's balance sheet. The Company made this decision because of the value
given to the Tuscany Assets in connection with the Company's negotiation of the
Contribution Agreement. The impairment will be reflected in the Company's 2006
Annual Report, which is expected to be filed late due to unresolved SEC staff
comments relating to the Company's 2005 Form 10-KSB and the Company's Forms
10-QSB for the three quarters ending September 30, 2006. The unresolved SEC
staff comments primarily relate to the Company's accounting for its issuance of
convertible debentures in accordance with SFAS 133 and EITF 00-19 during 2005
and the six months ended June 30, 2006.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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10.14 Contribution, Assignment and Assumption Agreement
dated April 9, 2007 between Kelley Communication Company,
Inc., MC Services LLC and Tuscany Services LLC
10.15 Operating Agreement dated April 9, 2007 between Kelley
Communication Company, Inc. and Tuscany Services LLC
SIGNATURES
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.
SIENA TECHNOLOGIES, INC.
/s/ Christopher G. Pizzo
Christopher G. Pizzo
April 13, 2007 Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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10.14 Contribution, Assignment and Filed herewith electronically
Assumption Agreement dated April 9,
2007
10.15 Operating Agreement dated April 9, Filed herewith electronically
2007