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 19,
2006
CARDINAL
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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1-15383
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91-2117796
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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390
Interlocken Crescent, Suite 900
Broomfield,
Colorado 80021
(Address
of Principal Executive Offices)
303-285-5379
(Issuer
Telephone number)
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 (see General Instruction A.2. below):
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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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| o |
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))
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This
Form
8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant"
or the “Company”) from time to time with the Securities and Exchange Commission
(collectively the "Filings") contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the
Registrant's management as well as estimates and assumptions made by the
Registrant's management. When used in the Filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the negative
if
these terms and similar expressions as they relate to the Registrant or the
Registrant's management identify forward looking statements. Such statements
reflect the current view of the Registrant with respect to future events and
are
subject to risks, uncertainties, assumptions and other factors relating to
the
Registrant's industry, operations and results of operations and any businesses
that may be acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item
5.02 Appointment
of Principal Officers.
Effective
April 19, 2006, Cardinal Communications, Inc. (the “Company”) appointed Joseph
M. Durnford, Robert T. Hale, Robert R. Searls, and Kerry D. Briggs to serve
as
directors of the Company. Pursuant to Sections 3.2 and 3.10 of the Bylaws of
the
Company, Messrs. Durnford, Hale, Searls, and Briggs shall serve in such capacity
until the next annual meeting of the shareholders of the Company.
Joseph
M.
Durnford has over 19 years experience in corporate finance, accounting, business
strategy, and mergers and acquisitions. Mr. Durnford is the Founder and CEO
of
JD Ford & Company, a specialized investment bank that has been directly
responsible for completing numerous middle market merger and acquisition
transactions, and raised capital through a variety debt and equity financing
structures. During his career Mr. Durnford has participated in corporate finance
and merger and acquisition transactions with values exceeding $1 billion, in
a
variety of industries including manufacturing, software development, real estate
development, construction, financial services, and consumer products. He is
a
Certified Public Accountant and serves on the corporate boards of Thomas
Industries, which he chairs, Compass Bank of Colorado, and Mallfinder Networks.
Robert
T.
Hale brings more than 35 years of business expertise to the Board, the majority
of which involved the telecommunications industry. Mr. Hale is currently the
Chairman of Granite Telecommunications a successful telecom and software
services company. Granite Telecommunications, a profitable $280,000,000 company,
provides local phone services, telecom expense reporting and premier dial tone
support services to over 15,000 customers with over 120,000 locations and
490,000 telephone lines throughout the country. A graduate of Tufts University
1959 with a degree in economics, Mr. Hale has served on audit and compensation
committees of various boards of directors. Mr. Hale co-founded Network Plus,
Inc., and Ascent. He is former Chairman and Director of the merged
Comptel/Ascent Board, is on the Board of the Harvard School of Public Health,
and has served on the Board for The Lown Cardiovascular Research Foundation
for
the past eight years. Mr. Hale has also been Director of Sigecom, LLC and
Utilicom Networks.
Robert
R.
Searls is a successful real estate developer and has formed a series of
partnerships and corporations for the purpose of purchasing or developing a
variety of real estate projects including commercial retail, office, self
storage, multi-family and residential subdivisions. A former Navy and Eastern
Airlines pilot Mr. Searls has been a Series 7 broker and negotiated the
acquisition and sale of several hundred million dollars in real estate in
Colorado and Florida.
Kerry
D.
Briggs is President and Owner of Briggs Financial Services a specialty line
insurance agency serving the banking and credit union marketplace. Mr. Briggs
has over 20 years of experience in the finance and banking industry. Mr. Briggs
also is a successful real estate developer building and owning several apartment
and condominium complexes in Utah, Arizona, and Kansas. Mr. Briggs served as
a
pilot in the United States Air Force Reserve for 28 years retiring in 2000
as a
Colonel.
Interested
Directors
Two
of
the newly appointed members of the Board of Directors, Robert Searls and Kerry
Briggs, have prior relationships with the Company and may be “interested” as
defined by Form 8K. Mr. Searls is a former member of Sovereign Partners, LLC,
and a current shareholder of Cardinal. Mr. Briggs has been an outside joint
venture partner for five Sovereign Partner projects: SR Condominiums, LLC,
Colony Ridge Development, LLC, Settler’s Chase Commercial Development, Heritage
Condominiums, LLC (complete), and Settler’s Chase Development, LLC (complete).
Item
8.01 Other
Events.
On
April
25, 2006, the Company issued a press release announcing the additions of Joseph
M. Durnford, Robert T. Hale, Robert R. Searls, and Kerry D. Briggs to
the
Board of
Directors described under Item 5.02 above. A copy of the press release is
attached as Exhibit
99.1
to this
Current Report.
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99.1 |
Press
Release dated April 25, 2006
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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.
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Cardinal
Communications, Inc.
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By: |
/s/ Edouard
A. Garneau |
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President
and Chief Executive Officer |
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| Date: April
25,
2006 |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated April 25, 2006
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