-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WeXYfDFEJQrNBarPCz6BXeHYOP0O8oRkfBqXoR01aebNIawDprj5qHvhe56ZAPYv jkGr++p8+4Ck9g6LHChZgg== 0000096313-00-000251.txt : 20001208 0000096313-00-000251.hdr.sgml : 20001208 ACCESSION NUMBER: 0000096313-00-000251 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH SPEED NET SOLUTIONS INC CENTRAL INDEX KEY: 0001104332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650185306 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59497 FILM NUMBER: 785200 BUSINESS ADDRESS: STREET 1: TWO HANOVER SQUARE STREET 2: 434 FAYETTEVILLE STREET SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9198075693 MAIL ADDRESS: STREET 1: TWO HANOVER SQUARE STREET 2: 434 FAYETTEVILLE STREET SUITE 2120 CITY: RALEIGH STATE: NC ZIP: 27601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRODSKY RICHARD E PA CENTRAL INDEX KEY: 0001129653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 25 SE SECOND AVENUE STREET 2: SUITE 919 CITY: MIAMI STATE: FL ZIP: 33131 MAIL ADDRESS: STREET 1: 25 SE SECOND AVENUE STREET 2: SUITE 919 CITY: MIAMI STATE: FL ZIP: 33131 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HIGH SPEED NET SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 429793-10-2 (CUSIP Number) Richard E. Brodsky, Esq. Richard E. Brodsky, P.A. 25 Southeast Second Avenue, Suite 919 Miami, Florida 33131 (305)755-9470 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 2000 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ] (Continued on following page(s)) The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 429793-10-2 ___________________________________________________________ (1) Name of Reporting Persons: William R. Dunavant and Lucille H. Dunavant as Joint Tenants I.R.S. Identification Nos. of Above Person: N/A ___________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a) (b) x ___________________________________________________________ (3) SEC Use Only ___________________________________________________________ (4) Source of Funds: OO ___________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ___________________________________________________________ (6) Citizenship or Place of Organization: United States ___________________________________________________________ Number of Shares Beneficially Owned by Each Person With: (7) Sole Voting Power: 2,050,000 (8) Shared Voting Power: 0 (9) Sole Dispositive Power: 1,850,000 (10) Shared Dispositive Power: 0 ___________________________________________________________ 2 (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,050,000 ___________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ___________________________________________________________ (13) Percent of Class Represented by Amount in Row (11): 8.7%* *Calculated based on 23,685,231 shares of Common Stock of the Issuer outstanding on November 10, 2000, as reported in the Issuer's Amended Quarterly Report on Form 10-Q, for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 14, 2000. ___________________________________________________________ (14) Type of Reporting Person (See Instructions): IN 3 (1) Name of Reporting Person: Richard E. Brodsky, P.A. I.R.S. Identification Nos. of Above Person: 65-0609392 ___________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a) (b) x ___________________________________________________________ (3) SEC Use Only ___________________________________________________________ (4) Source of Funds: OO ___________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ___________________________________________________________ (6) Citizenship or Place of Organization: State of Florida, U.S. ___________________________________________________________ Number of Shares Beneficially Owned by Each Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 0 (9) Sole Dispositive Power: 200,000 (10) Shared Dispositive Power: 0 ___________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 200,000 ___________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ___________________________________________________________ 4 (13) Percent of Class Represented by Amount in Row (11): 0.84%* *Calculated based on 23,685,231 shares of Common Stock of the Issuer outstanding on November 10, 2000, as reported in the Issuer's Amended Quarterly Report on Form 10-Q, for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 14, 2000. ___________________________________________________________ (14) Type of Reporting Person (See Instructions): CO 5 Item 1. Security and Issuer This Schedule 13D relates to the Common Stock of High Speed Net Solutions, Inc., a Florida corporation (the "Issuer"). The principal executive offices of the Issuer are located at Two Hanover Square, Suite 2120, 434 Fayetteville Street, Raleigh, North Carolina 27601. Item 2. Identity and Background The following information is given with respect to the following persons filing this Statement: William R. Dunavant: a. Name: William R. Dunavant b. Residence address: 2461 Provence Circle, Weston, Florida 33327 c. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Business consultant, Managing Director of Corporate Strategies, Inc., 601 Brickell Key Drive, Suite 803, Miami, Florida 33131. d. During the last five years, Mr. Dunavant has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the last five years, Mr. Dunavant was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f. Citizenship: United States Lucille H. Dunavant: a. Name: Lucille H. Dunavant 6 b. Residence address: 2461 Provence Circle, Weston, Florida 33327 c. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Housewife. d. During the last five years, Mrs. Dunavant has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the last five years, Mrs. Dunavant was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f. Citizenship: State of Florida, United States Richard E. Brodsky, P.A. a-c. Name: Richard E. Brodsky, P.A., a Florida corporation engaged in the practice of law. Its sole business and office address is 25 Southeast Second Avenue, Suite 919, Miami, Florida 33131. Its sole owner, officer, director and control person is Richard E. Brodsky. d. During the last five years, neither Richard E. Brodsky, P.A. nor Richard E. Brodsky has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the last five years, neither Richard E. Brodsky, P.A. nor Richard E. Brodsky was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 7 Item 3. Source and Amount of Funds or Other Consideration 350,000 of the shares that are the subject of this Statement were acquired by Mr. Dunavant in exchange for 250,000 shares of a privately held company, Summus Technologies, Inc. The remaining shares were acquired in settlement of a lawsuit between Mr. Dunavant and the Issuer. He has since caused the shares to be registered in the name of him and Lucille H. Dunavant, his wife, as joint tenants. Richard E. Brodsky, P.A. acted as Mr. Dunavant's attorney in connection with all of the events described below starting with the agreement dated August 13, 1999. On August 13, 1999, Mr. Dunavant and the Issuer entered into a written agreement. Pursuant to the agreement, Mr. Dunavant delivered 250,000 shares of common stock of Summus Technologies, Inc. to the Issuer in exchange for 350,000 shares of common stock, $.001 par value ("Shares") and $100,000 in cash. The Issuer agreed to register the Shares with the Securities and Exchange Commission by December 11, 1999. This agreement is contained as Exhibit EX-10.22 to the registration statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission on July 19, 2000, under File No. 333-41370, and is incorporated by reference herein. The Issuer failed register the shares by the required date. Mr. Dunavant filed suit against the Issuer for breach of contract in state court in Miami, Florida. By order dated May 30, 2000, the trial court entered a judgment against the Issuer in Mr. Dunavant's favor for $8,997,375, plus statutory interest from April 26, 2000. Mr. Dunavant and the Issuer entered a written Amended and Restated Settlement Agreement dated June 6, 2000, in which Mr. Dunavant dismissed the lawsuit against the Issuer and filed a satisfaction of judgment, and the Issuer agreed to deliver to Mr. Dunavant an additional number of Shares and register those Shares. The total number of Shares would be determined by the average closing price of HSNS Common Stock for the ten days preceding the effectiveness of the registration statement. Pursuant to that settlement agreement, the Issuer filed a Registration Statement on Form S-1, under File No. 333-41370, with the Securities and Exchange Commission. The Amended and Restated Settlement Agreement is contained as Exhibit 10-23 to that registration statement and is incorporated by reference herein. 8 Mr. Dunavant and the Issuer entered into a written Second Amended and Restated Settlement Agreement dated October 26, 2000, under which the Issuer and Mr. Dunavant rescinded the June 6, 2000 agreement and the Issuer agreed to deliver to Mr. Dunavant additional shares of HSNS Common Stock, bringing the total number of shares to 2,000,000, and providing for the delivery of additional shares under certain circumstances. This agreement is contained as Exhibit A to this Statement and is incorporated by reference herein. Mr. Dunavant, through counsel, and the Issuer entered into a written agreement dated December 5, 2000, amending the Second Amended and Restated Settlement Agreement dated October 26, 2000, pursuant to which the Issuer agreed to include 2,000,000 shares plus any Monthly Shares (pursuant to (paragraph) II.B of the Second Amended and Restated Settlement Agreement dated October 26, 2000 in the Registration Statement on Form S-1, SEC file no. 333-41730; and agreed to continue the issuance of Monthly Shares until the later of (a) the effectiveness of the Registration Statement or (b) the receipt by Dunavant of Rule 144 letters as to all 2,000,000 Shares plus Monthly Shares in his possession or due and owing as of March 15, 2001; and pursuant to which Mr. Dunavant and the Issuer agreed that Mr. Dunavant now holds 2,050,000 HSNS Shares, 25,000 Shares of which are deemed to be in satisfaction of the Monthly Shares requirement under (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement for the period ended November 26, 2000, and 25,000 of which are deemed to be an advance on the Monthly Shares requirement under (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement for the period ended December 26, 2000. Mr. Dunavant and the Issuer further agreed that if the Registration Statement becomes effective before December 26, 2000, these shares will not be included in the Registration Statement as it becomes effective but instead will be restricted securities. This agreement is contained as Exhibit B to this Statement and is incorporated by reference herein. 9 Item 4. Purpose of Transaction The purpose of the acquisition of the shares is solely for investment. There is no intention other than to hold the shares for investment and/or sell the shares, as permitted by law. Item 5. Interest in Securities of the Issuer. a. The aggregate number and percentage of the class of securities identified pursuant to Item 1 is 2,050,000. According to the Issuer's Amended Quarterly Report on Form 10-Q, for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 14, 2000, there were 23,685,231 shares of HSNS Common Stock outstanding on November 10, 2000. Thus, the 2,050,000 shares represent 8.7% of the shares of HSNS Common Stock outstanding. b. Mr. and Mrs. Dunavant have the sole power to vote all 2,050,000 shares that are the subject of this Statement. They have the sole power to dispose of up to 1,850,000 shares. Richard E. Brodsky, P.A. has the sole power to dispose of up to 200,000 shares. c. During the last 60 days, i.e., since September 1, 2000, the only transactions in the securities of the Issuer engaged in by Mr. Dunavant were as follows: i) On September 5, 2000, Mr. Dunavant received 25,000 shares from the Issuer pursuant to Paragraph IIB of the June 6, 2000 agreement with the Issuer. ii) On October 30, 2000, Mr. Dunavant received 1,425,000 shares from the Issuer pursuant to Paragraph IIA of the October 26, 2000 agreement with the Issuer. iii) On December 5, 2000, Mr. Dunavant, on behalf of himself and Lucille H. Dunavant, entered into a written agreement with Richard E. Brodsky, P.A., in which, in compensation for legal services rendered to Mr. Dunavant, Richard E. Brodsky was given the right to direct the disposition and receive the net proceeds of sales of up to 200,000 shares owned by Mr. and Mrs. Dunavant. This agreement is contained as Exhibit C to this Statement and is incorporated by reference herein. d. See response to Item 5c(iii). 10 e. If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. N/A Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See response to Item 5c(iii). Item 7. Material to be Filed as Exhibits. Exhibit A: Second Amended and Restated Settlement Agreement, dated October 26, 2000, between William R. Dunavant and Issuer Exhibit B: Amendment dated December 5, 2000 to Second Amended and Restated Settlement Agreement, dated October 26, 2000, between William R. Dunavant and Issuer Exhibit C: Letter agreement, dated December 5, 2000, between William R. Dunavant and Richard E. Brodsky, P.A. Exhibit D: Joint Filing Agreement, dated December 5, 2000, by and among William R. Dunavant, Lucille H. Dunavant and Richard E. Brodsky, P.A. 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: ____________________________ William R. Dunavant ____________________________ Lucille H. Dunavant RICHARD E. BRODSKY, P.A. By:_________________________ Name: Richard E. Brodsky Title: President 12 EX-99.A4 2 0002.txt EXHIBIT A SECOND AMENDED AND RESTATED SETTLEMENT AGREEMENT This Second Amended and Restated Settlement Agreement ("Agreement") is by and among William R. Dunavant, a citizen and resident of the State of Florida, and High Speed Net Solutions, Inc., a Florida corporation with its principal place of business at Suite 2120, 434 Fayetteville St. Mall, Raleigh, North Carolina 27601. Under the terms and conditions stated below, the parties desire to resolve the Litigation (as defined below), and any other claims between or among any of the parties that are related to the Litigation or to the August 13, 1999 Agreement between William R. Dunavant and High Speed Net Solutions, Inc. The parties previously entered into an Amended and Restated Settlement Agreement, dated June 6, 2000, and for reasons described in Section VIII, the parties desire to terminate that agreement and enter into this Agreement. I. DEFINITIONS. The terms set forth below shall have the following meanings in this Agreement: A. Execution Date The "Execution Date" of this agreement is October 26, 2000. B. The Litigation The "Litigation" refers to the lawsuit filed in the Miami-Dade County Circuit Court, captioned Dunavant v. High Speed Net Solutions, Inc. (Case No. 00-2229-CA 11). C. HSNS "HSNS" means High Speed Net Solutions, Inc., the corporation that is the defendant in the Litigation, and all subsidiaries, related entities, and successors, including but not limited to J S J Capital Corp., Inc. A "successor" includes any company that is the survivor of any merger with HSNS, any company that, as a result of a share exchange with HSNS, becomes HSNS's parent, and any company that acquires as a result of any transaction all or substantially all of the assets of HSNS. 13 D. Dunavant "Dunavant" means William R. Dunavant, his assigns, successors-in-interest, or any other entity of whatever form or characteristic which is now entitled to, or which shall subsequently succeed to, the rights and obligations of William R. Dunavant. E. Currently Owned Shares "Currently Owned Shares" shall mean the shares of common stock of HSNS that Dunavant currently holds. F. Additional Shares "Additional Shares" shall mean the shares of common stock of HSNS to be issued by HSNS to Dunavant as Restricted Securities pursuant to paragraph II.A below. G. Monthly Shares "Monthly Shares" shall mean the shares to be delivered to Dunavant as Restricted Securities pursuant to paragraph II.B below. H. New Restricted Shares "New Restricted Shares" shall mean the 1,000,000 shares of common stock of HSNS to be issued by HSNS to Dunavant as Restricted Securities pursuant to paragraph II.C below. I. Adjustment Shares "Adjustment Shares" shall mean the shares of common stock of HSNS that may be issued by HSNS to Dunavant as Restricted Securities pursuant to paragraph III.B below. J. Restricted Securities "Restricted Securities" shall refer to shares of stock that may be resold without registration under the Securities Act of 1933 only in certain limited circumstances, including without limitation, Securities and Exchange Commission (SEC) Rule 144, as presently in effect. 14 K. Combination "Combination" shall mean the business combination between HSNS and Summus Ltd. to be effected as a purchase by HSNS of substantially all of the assets of Summus Ltd. and in a form substantially similar to the terms of a Letter of Intent, dated August 31, 2000 and subsequently made public by HSNS in an SEC filing. L. Funding "Funding" shall mean the closing and consummation of the capital raising activities specified in the agreements that will govern the Combination, in the amounts as specified in such agreements, and which are a condition to the closing and final consummation of the Combination. II. TERMS OF SETTLEMENT A. HSNS shall deliver to Dunavant on or before the fifth (5th) business day following the Execution Date, a sufficient number of Additional Shares, such that the sum of the Currently Owned Shares and the Additional Shares shall equal one million shares. The Additional Shares shall be unencumbered with any restrictions, covenants, loans, mortgages, security interests or other devices or conditions; provided, however, that Dunavant acknowledges that these Additional Shares will be issued to Dunavant as Restricted Securities under the relevant federal securities laws. B. HSNS shall also deliver to Dunavant Monthly Shares, unencumbered with any restrictions, covenants, loans, mortgages, security interests or other devices or conditions (except that Dunavant acknowledges that these shares will be issued to Dunavant as Restricted Securities under the relevant federal securities laws), commencing with a first delivery of stock on the first monthly anniversary after the Execution Date, and continuing each month thereafter on the monthly anniversary of the Execution Date, in an amount of Twenty Five Thousand (25,000) shares each month. HSNS' obligation to deliver shares under this paragraph II.B shall terminate upon completion of the Funding. 15 C. HSNS shall also deliver to Dunavant, on or before the fifth (5th) business day following the Execution Date, One Million (1,000,000) New Restricted Shares, unencumbered with any restrictions, covenants, loans, mortgages, security interests or other devices or conditions; provided, however, that Dunavant acknowledges that these 1,000,000 New Restricted Shares will be issued to Dunavant as Restricted Securities under the relevant federal securities laws and further agrees that he shall not sell said 1,000,000 shares for a period of twelve months from receipt. D. On or before November 30, 2000, HSNS shall file with the State of North Carolina the necessary documents to commence a fairness hearing by the State of North Carolina on HSNS's application, to be filed with the State of North Carolina, under section 78A-30 of the North Carolina Statutes, to allow HSNS to issue to Dunavant the 2,000,000 Shares then to be held by Dunavant, in exchange for Dunavant's claims and his contractual rights, with the goal of enabling Dunavant to sell the 2,000,000 Shares, pursuant to section 3(a)(10) of the Securities Act of 1933 and the comparable provision of the North Carolina Statutes, without legal restrictions, such restrictions not to include the agreement not to sell 1,000,000 Shares set forth in this amended agreement (this limiting definition of legal restrictions to be called herein "Legal Restrictions"). HSNS shall thereafter use its best efforts and dispatch, including but not limited to appearing at the hearing and responding to comments from the hearing forum and filing documents to support the hearing process, to enable the State of North Carolina to rule on the matters presented to the hearing forum at the earliest possible date. All costs and expenses of the hearing process, including but not limited to professional fees for preparing hearing documents, appearing at the hearing, and assisting HSNS during the hearing process, shall be borne by HSNS. E. Unless the result of the hearing process described in paragraph II.D is an approval by the State of North Carolina on HSNS's application, and unless, further, HSNS is able to provide to Dunavant, within five days of the issuance of the approval by the State of North Carolina, a written legal opinion addressed to Dunavant from an attorney from a nationally-recognized law firm who is reasonably experienced in handling SEC matters and who is reasonably acceptable to Dunavant and HSNS that Dunavant is free to sell the 2,000,000 Shares without Legal Restrictions, then the following provisions shall apply. 16 (i) Dunavant shall have the right to require that, on or before March 15, 2001, HSNS file a registration statement with the SEC for all 2,000,000 Shares (plus Adjustment Shares, if any), and shall thereafter use all reasonable efforts and dispatch, including but not limited to responding to SEC comments and filing amendments to the registration statement, to enable the SEC to declare the registration statement effective at the earliest possible date. All costs and expenses of the registration process, including but not limited to professional fees for preparing the registration statement and assisting HSNS during the registration process, shall be borne by HSNS. Dunavant shall inform HSNS by February 15, 2001 whether he wishes to exercise the right to require registration; any delay in his providing notice shall extend the deadline for the filing of the registration by the number of days after February 15, 2001 that Dunavant delays providing this notice. (ii) Notwithstanding any other provisions of this amended agreement, HSNS shall use its best efforts to obtain a written legal opinion from an attorney from a nationally-recognized law firm who is reasonably experienced in handling SEC matters and who is reasonably acceptable to Dunavant and HSNS, such opinion stating that Dunavant is permitted under the law to sell 350,000 Shares held by Dunavant since August 13, 1999. HSNS shall pay the reasonable legal fees and expenses of such securities counsel. Upon delivery of the opinion, HSNS shall issue transfer instructions to its agent to permit such sales as are covered by such legal opinion and as Dunavant may direct. If the transfer agent permits the sale, then 350,000 Shares shall be subtracted from the number of Shares under registration. (iii) It shall be deemed a material breach of this Agreement by HSNS if for any reason the registration statement has not been declared effective by the SEC by July 15, 2001 (or such later date as results from any delay in Dunavant's notice to HSNS under section II.E.i). In that event, Dunavant shall have the right but not the obligation immediately to commence arbitration proceedings, as hereunder described, against HSNS, provided that no delay by Dunavant in commencing such proceedings shall be deemed a waiver of any rights that Dunavant has under this Agreement. 17 (iv) At its option and reasonable discretion, HSNS may, instead of filing the registration statement discussed in paragraph II.E(i), elect to facilitate sale by Dunavant of all or some of the Shares under registration by arranging for the delivery to Dunavant of one (1) written legal opinion each month addressed to Dunavant from an attorney from a nationally-recognized law firm who is reasonably experienced in handling SEC matters and who is reasonably acceptable to Dunavant and HSNS, such opinion stating that Dunavant is permitted under the law to sell shares and that, as of a particular date, Dunavant is permitted under the law to sell, pursuant to SEC Rule 144, whatever number of shares are allowed under this Agreement and/or SEC Rule 144. HSNS shall pay the reasonable legal fees and expenses of such securities counsel. Upon delivery of the opinion, HSNS shall issue transfer instructions to its agent to permit such sales as are covered by such legal opinion and as Dunavant may direct. If the transfer agent permits the sale, then that number of Shares shall be subtracted from the number of Shares under registration. The intent of this section II.E.iv is to reduce the number of Shares to be registered by the number of Shares as to which Dunavant has been provided with an opinion as set forth herein. For example, if a written legal opinion is provided that states that Dunavant is free to sell 100,000 shares, and the number of shares under registration is $2,100,000then the number of Shares under registration shall be reduced to 2,000,000. F. To the extent permitted by law, Dunavant shall be free, but not obligated, to sell any shares of HSNS common stock under SEC Rule 144. G. HSNS shall pay Dunavant Twelve Thousand Five Hundred Dollars ($12,750) on or before the fifth (5th) business day following the Execution Date, and shall thereafter pay Dunavant Twenty-Five Thousand ($25,000) each month on or before the monthly anniversary of the Effective Date during the period commencing on the first monthly anniversary after the Execution Date and ending on the date that either a registration statement becomes effective or he has been provided a legal opinion, as described above, as to at least 1,000,000 Shares. 18 H. The parties agree that the provisions of paragraphs II.A, II.B, II.C, and II.G are not a penalty and that they represent a reasonable attempt to remedy the economic harm accruing to Dunavant from delays in resolving the controversies surrounding HSNS' compliance with the August 13, 1999 Agreement. I. Dunavant shall not allow any HSNS stock owned by him to be shorted on or before the date one (1) year after the Execution Date. J. Upon the execution of this Agreement, HSNS may withdraw any registration statement(s) currently on file with the SEC to register shares for Dunavant. III. POSSIBLE RESCISSION OF AMENDED AGREEMENT A. If the Funding is not complete on or before the date 120 days after the Execution Date, then this entire Agreement shall be null and void and completely rescinded and the rights and obligations of the parties shall be governed by the Amended and Restated Settlement Agreement, dated as of June 6, 2000, as if this Agreement had never existed; and such Amended and Restated Settlement Agreement shall be considered to be in full force and effect. IV. RELEASE OF CLAIMS A. Release by Dunavant Dunavant hereby releases HSNS, together with each of its officers, directors, agents, employees, attorneys, and representatives, for any and all claims, actions, causes of action, or liabilities of any sort or character, whether known or unknown, arising from the beginning of time to the Execution Date of this Agreement which were asserted in the Litigation or could have been asserted in the Litigation or arising from the Amended and Restated Settlement Agreement. B. Release by HSNS HSNS, together with its officers, directors, agents, employees, attorneys, and representatives, hereby releases Dunavant for any and all claims, actions, causes of action, or liabilities of any sort or character, whether known or unknown, arising from the beginning of time to the Execution Date of this Agreement which were asserted in the Litigation or could have been asserted in the Litigation or arising from the Amended and Restated Settlement Agreement. 19 C. No Release of Obligations under this Agreement Nothing herein shall constitute a release by any party of any person of his or its obligations under this Agreement. V. CONFIDENTIALITY A. Confidentiality Obligation The terms and conditions of this Agreement shall be kept confidential by the parties, and shall not be disclosed to any third party except as required by law (including SEC disclosure requirements) or as otherwise provided herein. This Agreement may be provided to a party's attorney, accountant, or financial advisor, subject to such party's agreement to maintain the confidentiality of the agreement and its terms and conditions. This Agreement may also be provided to a governmental authority or the public when there is a legal obligation to provide the document to such authority. Except as required by law, the parties shall make no comment to any third party, including but not limited to any press release, about the settlement of the Litigation other than stating that the claims in the Litigation have been dismissed with prejudice and that the dispute has been settled to the mutual satisfaction of all parties. B. Third-Party Requests In the event that the terms or conditions of this Agreement shall be requested by a third party in a legal proceeding, by subpoena, document request, or otherwise, the party receiving the request shall provide notice to the other party pursuant to the notice provisions of this Agreement in sufficient time to allow the other party the opportunity to intervene and limit or prevent the disclosure in that legal proceeding. In any case, the producing party shall make all reasonable efforts to obtain confidential treatment of the Agreement or its terms and conditions in any legal proceeding, including but not limited to, properly moving or petitioning for a protective order from, as the context permits, the court or an arbitration panel. 20 VI. ARBITRATION A. Controversies to be Arbitrated Any dispute, controversy, or claim under this Agreement shall be finally resolved by arbitration in Miami, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and enforced by a single arbitrator who shall be an attorney experienced in securities law matters and selected by the parties. If the parties are unable to agree upon an attorney, an attorney experienced in securities law matters shall be appointed by the American Arbitration Association in accordance with its rules. B. Arbitration Award. The award of the arbitration shall be final and enforceable in any court of competent jurisdiction and may include the cost of arbitration and reasonable attorneys' fees. VII. NOTICE Any notice provided for under this agreement shall be made in writing via overnight delivery. If the notice is directed to Dunavant, the notice shall be addressed as follows: William R. Dunavant 2461 Provence Circle Weston, Florida 33327 With a copy to: Richard E. Brodsky, P.A. Suite 919, 25 SE Second Avenue Miami, Florida 33131 If the notice is directed to HSNS, the notice shall be addressed as follows: High Speed Network Solutions, Inc. Suite 2120, 434 Fayetteville St. Mall Raleigh, North Carolina 27601 Attn: President 21 With a copy to: Jim Verdonik Kilpatrick Stockton LLP 3737 Glenwood Avenue Raleigh, North Carolina 27612 The addresses for delivery of notice may be changed by any party by providing written notice in the manner set forth above. VIII. ACKNOWLEDGMENTS The parties previously entered into a Settlement Agreement, dated May 4, 2000 (the "Original Settlement Agreement"). The parties then later agreed to amend and restate the Original Settlement Agreement because certain provisions of the Original Settlement Agreement became impossible to perform due to the discovery of a published SEC interpretation regarding an issue about which HSNS was required to deliver a legal opinion. Without the legal opinion, the Original Settlement Agreement could not be fully performed and the parties therefore negotiated new terms and conditions as expressed in an Amended and Restated Settlement Agreement, dated June 6, 2000 (the "Amended and Restated Settlement Agreement"). Due to the parties' desire to facilitate the Combination, the parties negotiated this Agreement because certain provisions of the Amended and Restated Settlement Agreement were impeding progress toward the Combination and the Funding; and, Dunavant desires to support and facilitate the Combination in exchange for the new issuances of additional shares of the common stock of HSNS issued under this Agreement. The parties acknowledge and agree that, unless the provisions of paragraph III.A take effect, this Agreement replaces entirely the Amended and Restated Settlement Agreement, and the parties shall have no obligations arising from the Amended and Restated Settlement Agreement, and HSNS and Dunavant hereby terminate and have no obligations arising from the Selling Shareholder Agreement dated as of July ___,2000. 22 Subject to the provisions of paragraph III.A, this Agreement supersedes in full any and all previous conversations, understandings, tentative agreements or actual agreements resolving or attempting to resolve the Litigation. IX. MISCELLANEOUS A. Binding Nature of Agreement This Agreement shall be binding on HSNS (as defined above) and Dunavant (as defined above), and their respective successors and assigns. B. Application of Florida Law This Agreement shall be construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws. C. No Admission of Liability This Agreement constitutes a compromise of disputed claims, and is entered into to avoid the costs and uncertainties of litigation. By entering into this Agreement, no party hereto admits any liability whatsoever, and any such liability is expressly denied. D. Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. E. Entire Agreement This Agreement and any exhibits hereto contain the entire agreement of the parties. They are intended to supersede and replace any prior or contemporaneous agreement of the parties with respect to the subject matter of this Agreement and its exhibits, which includes, but is not necessarily limited to, the 23 settlement of the Litigation. No party has relied on any oral representations whatsoever in entering into this Agreement or its exhibits, and the only written representations that are or have been relied on are those expressly made in this Agreement. This Agreement and its exhibits shall be modified only in a writing executed by all parties thereto which specifically and expressly refer to this Agreement. F. Neutral Construction This Agreement has been drafted with the cooperation and participation of all parties and their attorneys. Accordingly, no part of this Agreement shall be construed in favor of or against any party. G. Additional Steps and Procedures From time to time after the execution of this Agreement, each of the parties hereto hereby agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper and advisable under applicable laws, rules and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its best efforts to obtain all necessary waivers, consents and approvals. In case at any time after the execution of this Agreement further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each of the parties shall take all such necessary action. H. Warranty of HSNS HSNS warrants that, prior to the execution of this Agreement by Dunavant, it has made public disclosure, by a disseminated press release, of all material information concerning the status and terms of any negotiations and discussions between HSNS and any other person or representative of any other person concerning any merger, share exchange, or sale of all or substantially all of HSNS's assets. 24 I. Execution in Counterparts This Agreement may be executed in multiple counterparts, each constituting an original document for all purposes for which an original document may be required. THIS AGREEMENT EXECUTED by the parties as of this 26th day of October 2000. William R. Dunavant High Speed Net Solutions, Inc. /s/ /s/ _____________________ By: ______________________ Printed Name: ______________________ Title: ___________________ 25 EX-99.A4 3 0003.txt memo. TO: Rob Lowery, HSNS FROM: Richard E. Brodsky DATE: 12/5/00 On behalf of William R. Dunavant, I propose the following. In exchange for Dunavant's waiving objection to the failure of HSNS to file the North Carolina fairness proceeding for the Dunavant shares, as was called for under the October 26, 2000 Second Amended and Restated Settlement Agreement: (10) HSNS will amend the currently filed Registration Statement on Form S-1, SEC file no. 333-41730, to include, as to Dunavant, 2,000,000 HSNS Shares plus any Monthly Shares (pursuant to (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement and (paragraph) 3 of this memo) due and owing through the effective date of the Registration Statement, and will use its best efforts to make the Registration Statement become effective. (11) HSNS will continue the issuance of Monthly Shares under (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement until the later of (a) the effectiveness of the Registration Statement or (b) the receipt by Dunavant of Rule 144 letters as to all 2,000,000 Shares plus Monthly Shares in his possession or due and owing as of March 15, 2001. (12) HSNS and Dunavant agree that Dunavant now holds 2,050,000 HSNS Shares. 25,000 Shares are deemed to be in satisfaction of the Monthly Shares requirement under (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement for the period ended November 26, 2000. 25,000 are deemed to be an advance on the Monthly Shares requirement under (paragraph) II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement for the period ended December 26, 2000. If the Registration Statement becomes effective before December 26, 2000, these shares will not be included in the Registration Statement as it becomes effective but instead will be restricted securities. If this is acceptable, please sign below where indicated and return to me via fax. 26 High Speed Net Solutions, Inc. By: [Andrew Fox] __________________________ Its President & CEO Dated: 12/5/00 27 EX-99.A4 4 0004.txt EXHIBIT C RICHARD E. BRODSKY, P.A. 25 SE Second Avenue, Suite 919 Miami, Florida 33131 December 5, 2000 Mr. William R. Dunavant 2461 Provence Circle Weston, Florida 33327 Re: High Speed Net Solutions, Inc. ("HSNS") Dear Roger: This letter sets forth our agreement with respect to my compensation for my efforts in connection with the resolution of your dispute with HSNS with respect to your shares of common stock of HSNS ("Shares"). This letter supercedes all prior agreements between us and may not be modified without a subsequent written agreement signed by us both. (11) You will direct Salomon Smith Barney, Inc., in New York, New York, to place 150,000 of your Shares (as set forth in Paragraph 2 below) into a new account ("New Account") in your name. You will also sign a Salomon Smith Barney document granting Richard E. Brodsky ("Mr. Brodsky") written discretionary authority over the New Account. That account shall contain only Shares, and you shall not margin any securities in any account you maintain at Salomon Smith Barney or its successor while you hold any Shares at Salmon Smith Barney or its successor. You shall promptly notify Salomon Smith Barney, Inc. in writing of the existence of this letter agreement, and of your instructions that your Shares are being held subject to the restrictions contained herein. (12) Of the 150,000 Shares, 50,000 Shares (the "August 13, 1999 Shares") will be from the 350,000 Shares that you obtained from HSNS on or about August 13, 1999, and the other 100,000 will be from the other 1,650,000 Shares (the "Other Shares") held by you under your settlement with HSNS 28 (13) Pursuant to the grant of written discretionary authority to Mr. Brodsky, Mr. Brodsky will have the right to direct the disposition of the 50,000 August 13, 1999 Shares, in accordance with law, including under Rule 144, as applicable, or under an effective registration statement governing those shares. (14) Pursuant to the grant of written discretionary authority to Mr. Brodsky, Mr. Brodsky will have the right to dispose of the 100,000 Other Shares as follows: (15) As and to the extent your Other Shares become eligible for resale by you, either under SEC Rule 144 or through an effective registration statement, Mr. Brodsky will have the right to direct the disposition of such shares in the following proportion: for every 100 of Other Shares that become eligible for resale by you, 6.06 of the 100,000 Other Shares in the New Account up to an aggregate of 100,000 Shares. (16) In addition to the 150,000 Shares discussed above, you will deposit the first 50,000 Shares you receive from HSNS, denominated "Monthly Shares", under Paragraph II.B of the October 26, 2000 Second Amended and Restated Settlement Agreement between you and HSNS, into the New Account. Your obligation under this Paragraph 5 is understood to be dependent on your receiving such shares from HSNS. Pursuant to the grant of written discretionary authority to Mr. Brodsky, Mr. Brodsky will have the right to direct the disposition of the 50,000 August 13, 1999 Shares, in accordance with law, including under Rule 144, as applicable, or under an effective registration statement governing those shares. (17) Notwithstanding that you will also have authority over the New Account, by this Agreement you agree not to exercise that authority in any manner that would be inconsistent with the rights of Mr. Brodsky under this agreement. Your giving Mr. Brodsky the right to direct the disposition of any Shares under this agreement means that no such Shares will be sold, and no orders given to sell, except as I expressly direct in writing to Salomon Smith Barney, Inc. or its successor, and that I will be entitled to the simultaneous deposit into my account at Salomon Smith Barney, Inc. of an amount of cash equal to the net proceeds from any such sales, after taxes (calculated at your estimated marginal tax rate for the year in which the sale occurs) and commissions. 29 This letter agreement is binding on you, Lucille H. Dunavant and your respective heirs, successors and assigns. If this agreement reflects our understanding, please signify by signing this letter and returning the original letter to me. Sincerely yours, /s/ _______________________ Richard E. Brodsky, P.A. Agreed to the above date: /s/ _______________________ William R. Dunavant 30 EX-99.A4 5 0005.txt EXHIBIT D JOINT FILING AGREEMENT Each of the undersigned hereby agrees and consents that the Statement on Schedule 13D filed herewith (the "Schedule 13D") by William R. Dunavant ("Dunavant") is filed on behalf of each of them pursuant to the authorization of the undersigned to Dunavant to make such filing and that such Schedule 13D is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of the undersigned hereby agrees that such Schedule 13D is, and any further amendments to the Schedule 13D will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. This agreement is effective this 5th day of December 2000. /s/ ________________________ William R. Dunavant /s/ ________________________ Lucille H. Dunavant RICHARD E. BRODSKY, P.A. /s/ By:_____________________ President 31 -----END PRIVACY-ENHANCED MESSAGE-----