united states

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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~Earliest Event Reported): June 16, 2015 (June 15, 2015)~~1934

Date of Report (Date of Earliest Event Reported): June 26, 2015 (June 25, 2015)

internet america, INC.

(Exact name of registrant as specified in its charter)

Texas		001-25147		86-0778979
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

6210 Rothway Street, Suite 100

Houston, Texas

77040

(Address of principal executive offices)

(Zip Code)

(713) 968-2500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ 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)

¨Item ~~Soliciting~~5.02. ~~material~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14a-12~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240~~Certain Officers; Compensatory Arrangements of Certain Officers.~~14a-12)~~

¨As ~~Pre-commencement~~previously ~~communications~~ reported, pursuant to ~~Rule~~the ~~14d-2~~terms of that certain Voting Agreement and Irrevocable Proxy dated April 17, 2015 by and among Internet America, Inc. (bthe “Company”), ~~under~~William E. Ladin, Jr., Ambassador John Palmer, Steven G. Mihaylo and certain entities related to the ~~Exchange~~foregoing ~~Act~~persons (17the ~~CFR~~“Voting ~~240.14d-2~~Agreement”), Justin McClure and Dean Greenberg previously tendered their irrevocable resignations as directors of the Company, with such resignations to become effective only upon the completion of the First Asset Sale Distribution (bdefined below)). The First Asset Sale Distribution was completed, and the resignations of Messrs. McClure and Greenberg became effective, on June 25, 2015.

¨On ~~Pre-commencement~~June ~~communications~~25, ~~pursuant~~2015, pursuant to ~~Rule~~the ~~13e-4~~Voting Agreement, the remaining members of the board of directors of the Company (cthe “Board”) ~~under~~elected Mr. Mihaylo to fill the ~~Exchange~~vacancy ~~Act~~on the Board created by Mr. Greenberg’s resignation becoming effective. There are no transactions in which Mr. Mihaylo has an interest requiring disclosure under Item 404(17a) ~~CFR~~of ~~240~~Regulation S-~~13e~~K. At this time, Mr. Mihaylo is not expected to serve on any committees of the Board. The Voting Agreement, among other things, requires that the stockholder parties thereto take any action necessary to cause the appointment of Mr. Mihaylo to the Board. A more complete description of the Voting Agreement is contained in, and a copy of the Voting Agreement is filed as Exhibit 10.1 to, the Company’s Current Report on Form 8-~~4(c)~~K filed with the SEC on April 21, 2015 and is incorporated herein by reference.

~~Item~~Also 2on June 25, 2015, the Board elected Mr.01 ~~Completion~~McClure ofto ~~Acquisition~~fill the vacancy on the Board created by his resignation becoming effective. There are no arrangements or ~~Disposition~~understandings between Mr. McClure and any other person pursuant to which he was elected as a director and there are no transactions in which Mr. McClure has an interest requiring disclosure under Item 404(a) of ~~Assets~~Regulation S-K. At this time, Mr. McClure is not expected to serve on any committees of the Board.

AsOn ~~previously~~June ~~reported~~25, ~~on April 17,~~ 2015, ~~the~~ ~~Company and the Purchaser entered into an asset purchase agreement (the “Purchase Agreement”) pursuant to which~~Raymond ~~the~~L. ~~Company~~Horn ~~agreed~~submitted tohis ~~sell~~resignation ~~substantially~~as ~~all of~~ the Company’s ~~wireless~~Executive ~~and~~Vice ~~other~~President ~~internet service assets required for operating the Company’s wireless broadband~~ and ~~internet~~Chief ~~service~~Operating ~~business~~Officer aswith ~~well~~such ~~as certain real property (collectively, the “Assets”)~~resignation to ~~the~~become ~~Purchaser~~effective ~~and~~on ~~the~~July ~~Purchaser agreed to assume certain liabilities of the Company~~10, ~~including certain leases and deferred revenue in exchange for a cash purchase price of $13,500,000, subject to various purchase price adjustments (the “Asset Sale”)~~2015. On ~~June~~At ~~15,~~this ~~2015~~time, the Company ~~completed~~does ~~the~~not ~~Asset~~expect ~~Sale~~to ~~with~~fill anthe ~~effective~~vacancy ~~date~~created ofby ~~June~~Mr. ~~1, 2015~~Horn’s resignation.

~~The~~Item ~~foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2~~8.101 toOther ~~the Company’s Current Report on Form 8-K filed on April 21, 2015 and is incorporated herein by reference~~Events.

~~Item~~On 8June 25, 2015, pursuant to the Company’s plan of liquidation, the Company completed the first distribution by the Company to its shareholders of substantially all proceeds from the previously reported and completed sale of substantially all of its operating assets (other than those amounts currently held in escrow which shall be distributed when those funds are released) and from cash in the bank in an amount equal to $0.0168 ~~Other~~per ~~Events~~share of the Company’s common stock (the “First Asset Sale Distribution”). The company will continue with it’s plan of liquidation and other possible distributions, and a copy of the Plan of Liquidation filed as Exhibit 2.2 to, the Company’s Current Report on Form 8-K, filed with SEC on June 16, 2015, and as incorporated herein by reference.

The Company’s Board of Directors recently approved a plan of liquidation (the “Plan of Liquidation”) intended to accomplish the liquidation of the Company in accordance with the applicable provisions of the Texas Business Organizations Code, including Subchapter K of Chapter 21 (including Sections 21.501 through 21.504) and Chapter 11. At a special meeting of shareholders that took place on June 11, 2015, the shareholders of the Company approved the Plan of Liquidation. Following this shareholder approval, the Plan of Liquidation became effective on June 15, 2015 when the Asset Sale was completed.SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~Plan~~requirements of ~~Liquidation~~ ~~is qualified in its entirety by reference to~~ the ~~full~~Securities Exchange ~~text~~Act of 1934, the ~~Plan~~registrant ofhas ~~Liquidation,~~duly acaused ~~copy~~this ofreport ~~which is attached~~ to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K~~behalf asby ~~Exhibit~~the ~~2.2~~undersigned ~~and~~hereunto ~~incorporated~~duly ~~herein by reference~~authorized.

Item 9.01 Financial Statements and Exhibits

Dated: June 26, 2015
	INTERNET AMERICA, INC.



	By:	/s/ William E. Ladin, Jr.
		William E. Ladin, Jr.
		Chief Executive Officer

(d) Exhibits

Exhibit No.	Description
2.1	Asset Purchase Agreement by and between Internet America, Inc., as Seller, and AirCanopy Internet Services, Inc., as Purchaser, dated April 17, 2015. The exhibits and schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of the omitted exhibits and schedules will be furnished to the U.S. Securities and Exchange Commission upon request (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 21, 2015).
2.2	Plan of Liquidation of Internet America, Inc. effective as of June 15, 2015.

SIGNATURE

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.

Dated: June 16, 2015
	INTERNET AMERICA, INC.
	By:	/s/ William E. Ladin, Jr.
		William E. Ladin, Jr.
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Asset Purchase Agreement by and between Internet America, Inc., as Seller, and AirCanopy Internet Services, Inc., as Purchaser, dated April 17, 2015. The exhibits and schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of the omitted exhibits and schedules will be furnished to the U.S. Securities and Exchange Commission upon request (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 21, 2015).
2.2	Plan of Liquidation of Internet America, Inc. effective as of June 15, 2015.

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