UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
June
26, 2008 (June 26, 2008)
Date
of
Report (Date of earliest event reported)
SIENA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-25499
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88-0390360
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
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(IRS
Employer
Identification
No.)
|
5625
Arville Street, Suite E, Las Vegas, Nevada 89118
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (702)
889-8777
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Background
On
April
9, 2008, Siena Technologies, Inc. (“Siena” or the “Company”) filed a Form 8-K
(“April 8-K”) to report that the Company entered into an Asset Purchase
Agreement (the “Agreement”) with Mr. J. Michael Kelley, Kelley II, LLC, a newly
formed Nevada limited liability company (“Kelley II”), and Kelley Communication
Company, Inc., a Nevada corporation, and a wholly owned subsidiary of the
Company (“Kelley Communication”). Mr. Kelley owns 100% of the limited liability
company membership interests of Kelley II, and is its sole managing member.
Additionally, he may be deemed to be the beneficial owner of approximately
13,816,577 shares of Siena’s capital stock (the “Kelley Shares”), and is a
former director of the Company, who served from September 22, 2005 until January
2008. Mr. Kelley has transferred the Kelley Shares to Kelley II for purposes
of
consummating the transactions contemplated by the Agreement.
Pursuant
to the Agreement, Kelly Communication sold certain of its Assets to Kelley
II
and in exchange Kelly II assumed certain liabilities of Kelly Communication.
Such assets sold by Kelly Communication to Kelly II include, but are not limited
to, all equipment, all rights of the Kelly Communication against vendors, all
customer lists, files and related information, all inventory, all rights of
the
Kelly Communication under certain contracts, all permits, all intellectual
property of Kelly Communication, including trademarks, service marks, trade
names, domain names, web sites, phone, fax and email addresses, all rights
or
choices in action following the closing of the acquisition related to Kelly
Communication’s business, all books and records, all computer software,
hardware, data rights and documentation, all cash and cash equivalents, and
all
goodwill related to these assets. Certain assets of Kelly Communication were
excluded from the transaction. A complete description of the assets sold and
the
liabilities assumed are set forth in the Agreement filed as exhibit 10.1 to
the
April 8-K. Additionally, in exchange for the Assets, Kelley II assigned and
transferred to Siena all of the Kelley Shares.
On
April
9, 2008, the holders of a majority of the issued and outstanding shares of
common stock of the Company that were entitled to vote approved the sale of
the
Assets of Kelly Communication.
Consummation
of Transaction
On
June
26, 2008, the Company completed the disposition of Assets as provided in this
Current Report.
The
foregoing summaries of the Asset Purchase Agreement and of the transactions
contemplated thereby, do not purport to be complete and are qualified in their
entirety by reference to the definitive transaction document[s], [a] cop[y][ies]
of which [is][are] attached as [an] exhibit[s] to this Current Report on Form
8-K.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
SHELL
COMPANY TRANSACTIONS.
Not
applicable.
(d)
EXHIBITS.
Not
applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
Date:
June 26, 2008
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SIENA
TECHNOLOGIES, INC.
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By:
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/s/
Anthony DeLise
Interim
President and CEO
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