0001167966-05-000285.txt : 20120629 0001167966-05-000285.hdr.sgml : 20120629 20050223173019 ACCESSION NUMBER: 0001167966-05-000285 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMART ONLINE INC CENTRAL INDEX KEY: 0001113513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954439334 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80570 FILM NUMBER: 05635253 BUSINESS ADDRESS: STREET 1: 2530 MERIDAN PARKWAY CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: 919-806-4521 MAIL ADDRESS: STREET 1: P.O. BOX 12794 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nouri Henry CENTRAL INDEX KEY: 0001316207 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 919-765-5000 MAIL ADDRESS: STREET 1: 2530 MERIDAN PARKWAY CITY: DURHAM STATE: NC ZIP: 27713 SC 13D 1 hnourisc13d.htm HENRY NOURI SCHEDULE 13D Henry Nouri Schedule 13D


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Smart Online, Inc.

Common Stock, par value $0.001

83171V 10 0

Henry Nouri
Smart Online, Inc.
2530 Meridian Parkway
Durham, North Carolina 27713
 
with a copy to:

James F. Verdonik, Esq.
Daniels Daniels & Verdonik, P.A.
1822 NC Highway 54 East, Suite 200
Durham, North Carolina 27713
(919) 544-5444

February 15, 2005

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), 13d-1(f) or 13d-1(g), check the following box: |_|




Schedule 13D
Page 2 of 6

 
1.
 
 
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
 
Henry Nouri
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3.
 
 
SEC USE ONLY
 
 
4.
 
 
SOURCE OF FUNDS
 
PF and OO  (see Item 3)
 
5.
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): 
 
o
 
6.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 
7. SOLE VOTING POWER:
250,000
 
8. SHARED VOTING POWER:
2,841,984
 
9. SOLE DISPOSITIVE POWER:
250,000
 
10.  SHARED DISPOSITIVE POWER:
2,841,984
 
11.
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
3,091,984 See Item 5(a)
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:
 
x See Item 5(a)
 
13.
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26%
 
14.
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 
IN



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Schedule 13D

Item 1.      Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of SmartOnline, Inc., a Delaware corporation (the “Company”). The principal executive office of the Company is located at 2530 Meridian Parkway, Durham, North Carolina 27713.

Item 2.     Identity and Background.

(a)    This Schedule 13D is being filed on behalf of Henry Nouri (the “Reporting Person”).

(b)    The business address of the Reporting Person is c/o Smart Online, Inc., 2530 Meridian Parkway, Durham, North Carolina, 27713.

(c)    The Reporting Person is a director of the Company and Vice President.

(d)    The Reporting Person has not, during the five years prior to the date of this Schedule 13D, been convicted in a criminal proceeding.

(e)    The Reporting Person has not, during the five years prior to the date of this Schedule 13D, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which the Reporting Person 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)    The Reporting Person is a citizen of the United States of America.

Item 3.     Source and Amount of Funds or Other Consideration.

Reporting Person acquired the shares when the Reporting Person started the Company and subsequent purchases from the Company, as part of compensation arrangements of the Company.

Item 4.     Purpose of Transaction.

The Reporting Person acquired the shares of Common Stock of the Company for investment purposes.

(a)          Except as set forth below in this paragraph (a), the Reporting Person does not have any plans or proposals that relate to, or would result in, the acquisition by any person of additional securities of the Company or the disposition of securities of the Company.

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The securities of the Company held by the Reporting Person constitute a significant portion of the Reporting Person’s total personal net worth. One of the Reporting Person’s investment goals is diversification, which would require some sales of the securities of the Company by the Reporting Person. Accordingly, the Reporting Person may, from time to time, make decisions to sell securities of the Company based upon then-prevailing market conditions.

From time to time the Reporting Person may receive stock options or other grants of securities of the Company as part of his compensation as an officer and director.

The Reporting Person signed a lock-up agreement (the “Lock-up Agreement”) that restrict the sale of all the shares owned by the Reporting Person reported in this Report. These transfer restrictions include, among other restrictions, a “lock-up” agreement preventing the sale or transfer of the shares (other than transfers to certain related parties). The restrictions are effective through September 30, 2006, but commencing October 1, 2005, the Reporting Person, subject to the provisions of the Lock-up Agreement may transfer up to 8.5% of such holder’s shares of Common Stock during each calendar month.

(b)          The Reporting Person does not have any plans or proposals that relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries. The Company will, however, be evaluating acquiring all or parts of other companies as part of its business strategy and may from time to time do such acquisitions.

(c)          The Reporting Person does not have any plans or proposals that relate to or would result in a sale or transfer of a material amount of assets of the Company or any of its subsidiaries.

(d)          The Reporting Person does not have any specific plans to change the present Board of Directors or management of the Company. The Company, however, as a goal to increase the number of independent directors and to add experienced management. The Company will, therefore, be evaluating suitable candidates from time to time.

(e)          The Reporting Person does not have any plans or proposals that relate to or would result in any material change in the present capitalization or dividend policy of the Company, except that the Company may from time to time sell additional securities to raise capital.

(f)          The Reporting Person does not have any plans or proposals that relate to or would result in any other material change in the Company’s business or corporate structure.

(g)          The Reporting Person does not have any plans or proposals that relate to or would result in changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person.

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(h)          The Reporting Person does not have any plans or proposals that relate to or would result in causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

(i)          The Reporting Person does not have any plans or proposals that relate to or would result in a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

(j)          The Reporting Person does not have any plans or proposals that relate to or would result in any action similar to any of those enumerated above.

Item 5.     Interest in Securities of the Issuer.

(a)          The Reporting Person beneficially owns 3,091,984 shares of Common Stock, which, based on the Company’s most recent Registration Statement on Form SB-2 Form, represents approximately 26% of the issued and outstanding shares of Common Stock. Of this amount, (i) 2,841,984 shares are owned by American Investment Holding Group, a Delaware corporation, owned by Michael and Henry Nouri, and as to which they share the power to vote and the power to dispose of such shares, and (ii) 250,000 shares can be acquired upon the exercise of options, which can be exercised at any time.

The Reporting Person’s brother, Michael Nouri, owns an additional 87,043 through Charter Holdings LLC, a Nevada limited liability company, owned by Michael Nouri, 23,000 shares of common stock, which are owned by a trust for which Michael Nouri is the trustee and is not a beneficiary, and 250,000 shares of Common Stock (in addition to the shares reported as jointly owned with the Reporting Person above), which includes 250,000 shares that can be acquired upon the exercise of options which can be exercised at any time. The Reporting Person disclaims beneficial ownership of these shares of Michael Nouri.

(b)          The Reporting Person has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 250,000 shares of Common Stock reported in Item 5(a) of this Schedule 13D. Michael Nouri shares with the Reporting Person the power to vote and to dispose of or to direct the disposition of 2,841,984 of the shares of the Reporting Person.

The business address of Michael Nouri is c/o SmartOnline, Inc., 2530 Meridian Parkway, Durham, North Carolina, 27713. Michael Nouri is a director of the Company and its Chief Executive Officer. Michael Nouri has not, during the five years prior to the date of this Schedule 13D, been convicted in a criminal proceeding. Michael Nouri has not, during the five years prior to the date of this Schedule 13D, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which Michael Nouri 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. Michael Nouri is a citizen of the United States of America.

-5-
(c)          The Reporting Person acquired all the shares reported prior to 60 days before the date of this Report.

(d)          Except for the Reporting Person and his brother, Michael Nouri, with respect to 2,841,984 shares owned by the Reporting Person, no other person has the right to received dividends or proceeds from the sale of securities reported herein, or to direct receipt of dividends or proceeds from the sale of securities reported herein.

(e)          Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Except as disclosed in this Schedule 13D, the Reporting Person does not have any other contracts, arrangements, understandings or other relationships with respect to the securities of the Company. See Answer to Item 4(a) for description of relevant contracts.

Item 7.     Material to be Filed as Exhibits.

1.     Not applicable.

2.     Lock-Up Agreement dated as of January 1, 2004

3.     Not applicable.


SIGNATURE


After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Dated: February 22, 2005
         /s/ Henry Nouri
 
Signature
   
 
Type Name:: Henry Nouri


-6-
 EX-99 2 ex99.htm LOCK-UP AGREEMENT Lock-Up Agreement


LOCK-UP, PROXY AND RELEASE AGREEMENT FOR COMMON STOCK

This Agreement (the “Agreement”) is made and entered into as of January 1, 2004, by and between Smart Online, Inc., a Delaware corporation (the “Corporation”), and the undersigned stockholder or option holder of the Corporation (“Stockholder”). As used herein, the “Corporation” includes Smart Online, Inc. and any successor to substantially all of its business, whether by way of merger, asset sale or otherwise.

1.    Reorganization.
 
Stockholder hereby agrees that the proposed reorganization that would eliminate the outstanding shares of Series A Preferred Stock will make Stockholder’s shares of Common Stock and/or options to purchase shares of Common Stock more valuable by eliminating certain rights of holders of Series A Preferred Stock, including liquidation preferences and redemption rights. Stockholder is entering into this Agreement because the holders of Series A Preferred Stock require the Corporation to enter into this Agreement with holders of Common Stock as part of the reorganization process. Sections 3 and 4 of this Agreement shall become effective immediately the Corporation ceasing to have any shares of Series A Preferred Stock issued or outstanding (the “Effective Time”).

2.    Appointment of Proxy.

(a)    The undersigned Stockholder hereby irrevocably constitutes and appoints Michael Nouri attorney and proxy with full power of substitution to act and vote all the shares of the Corporation held by the undersigned in connection with any meeting or written consent of the stockholders of the Corporation to approve the matters described below, and at any adjournment or adjournments thereof, provided such stockholders meeting is held, or written consent is circulated, on or before April 30, 2004. The undersigned hereby directs this proxy to be voted solely with respect to the following matters:

 
(i)
For approval of the Amendment to the Certificate of Incorporation in the form attached on Schedule A to this Agreement (the “Amendment”).

 
(ii)
For approval of the conversion of all shares of Series A Preferred Stock of the Corporation into Common Stock as provided in the Amendment.

(b)    This proxy is given to induce the Corporation to enter into this Agreement, it being agreed by the undersigned Stockholder that entering into this Agreement causes the appointment of the named proxy to be coupled with an interest.

(c)    In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, Stockholder should be entitled to new or additional or different shares of stock or securities, such new or substitute shares or securities shall be subject to this proxy.




3.    Lockup Agreement.

(a)    Stockholder hereby agrees that, except as permitted under subsection (b) of this Section 3, during the Restricted Period, as defined herein, Stockholder will not:

 
(i)
Sell any securities of the Corporation or Holding Company.

 
(ii)
Transfer, assign or otherwise dispose of any securities of the Corporation or Holding Company.

 
(iii)
Pledge, hypothecate or otherwise create a lien on any securities of the Corporation or the Holding Company.

 
(iv)
Loan to any person or entity any securities of the Corporation or Holding Company.

 
(v)
Sell short any securities of the Corporation or Holding Company.

 
(vi)
Acquire a put option or grant a call option with respect to any securities of the Corporation or Holding Company.

 
(vii)
Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions.

(b)    For purposes of this Section 3, Holding Company shall mean any company whose stock is publicly traded (i) with which the Corporation merges or consolidates or (ii) of which the Corporation or its successor becomes a subsidiary. For purposes of this Section 3, the Restricted Period shall mean the period beginning on the Effective Time and ending on September 30, 2006. Commencing October, 1, 2005, Stockholder may sell, during any calendar month until the end of the Restricted Period, up to eight and one half percent (8.5%) of the shares of the Corporation owned by Stockholder or any shares of Holding Company issued in respect of such shares (or options) owned by Stockholder as of September 30, 2005.

(c)    Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 3 and reasonably acceptable to the Corporation or Holding Company, Stockholder may transfer securities of the Corporation or Holding Company without payment or other consideration: (i) if Stockholder is an individual, to any family member, (ii) if Stockholder is a corporation, to any direct or indirect parent or subsidiary or any shareholder of Stockholder, (iii) if Stockholder is a partnership, to any partner of Stockholder, (iv) if Stockholder is a limited liability company, to any member of Stockholder, and (v) if Stockholder is a trust, to any beneficiary of such trust.

(d)    Stockholder further agrees that before and after termination of the Restricted Period, Stockholder will comply with all securities laws, rules and regulations when purchasing or reselling securities of the Corporation or Holding Company, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information.



(e)    The securities of Stockholder shall have a legend in form and substance acceptable to the Corporation and Holding Company referring to the restrictions of this Agreement and the Corporation or Holding Company may instruct the transfer agent of the Corporation Holding Company to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction.

(f)    This Section 3 covers all securities of the Corporation and Holding Company whether currently owned or acquired after the date of this Agreement.

4.    Releases.

(a)    In consideration of the release provided in subsection (b) below, Stockholder, for himself/herself/itself and for each of Stockholder’s directors, officers, employees, agents, attorneys, legal successors and assigns, hereby absolutely, unconditionally and irrevocably releases and forever discharges the Corporation and its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, debts, accounts, reckonings, obligations, costs, rights of set off, demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, which he/she/it, has, may have, has ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring through the date of this Agreement arising out of Stockholder’s purchase or ownership of any securities of the Corporation (collectively, “Liabilities”).

(b)    In consideration of the release provided in subsection (a) above, the Corporation hereby absolutely, unconditionally and irrevocably releases and forever discharges Stockholder and, as applicable, its directors, officers, employees, agents, attorneys, legal successors and assigns, individually and jointly, from any and all causes of actions, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, demands, debts, accounts, reckonings, obligations, costs, rights of set off, demands or liabilities whatsoever, in law or equity, whether the same or whether the facts on which the same may be based are now known or unknown, suspected or unsuspected, which he/she/it, has, may have, has ever had, or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever occurring through the date of this Agreement arising out of Stockholder’s purchase or ownership of any securities of the Corporation (collectively, “Liabilities”).

(c)    It is the parties’ intention in executing this Agreement and in giving and receiving the consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction and release of all Liabilities released under subsections (a) or (b) (the “Released Liabilities”). Each party acknowledges that it is aware that it or its attorneys or its accountants may hereafter discover Liabilities or facts in addition to or different from those which it now knows or believes to exist with respect to the Released Liabilities, but that it is its intention hereby to fully, finally, and forever settle and release all disputes and differences with respect to the Released Liabilities. In furtherance of this intention, the releases hereby given shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different Liability or fact.



(d)    The above releases shall not be effective for any claims arising from a breach of this Agreement, for any claims relating to fraud or for any claims relating to any untrue statement of a material fact or any failure to disclose a material fact necessary in order to make the statements made with respect to the transactions contemplated by this Agreement, in light of the circumstances under which they were made, not misleading. Nothing contained herein shall be construed to supercede or amend the terms of any confidentiality, noncompetitive or similar agreement between Stockholder and the Corporation.

5.    Termination of Existing Agreements. Stockholder and the Corporation hereby agree to terminate the Stock Rights Agreement dated as of August 10, 1999, as amended to date, and the Amended and Restated Stockholders’ Agreement, dated as of August 6, 1999, as amended to date. Termination shall be effective upon the Effective Time.

6.    Termination of this Agreement. This Agreement may be terminated by either Stockholder or the Corporation, if the Effective Time does not occur on or before April 30, 2004. Upon termination neither Stockholder nor the Corporation shall have any liability to the other arising out of the Agreement. Termination shall be effective upon receipt of written notice of termination provided by Stockholders to the principal office of the Corporation or by the Corporation to the address of Stockholder set forth below the signature of Stockholder.

7.    This Agreement shall be subject to the laws of the State of Delaware.

8.    This Agreement may be executed in one or more counterparts.

9.    The Corporation may assign this Agreement to any successor to substantially all of its business.

[The remainder of the page is intentionally left blank.]



IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first above written.



 
SMART ONLINE, INC.
   
 
By:    /s/ Michael Nouri                           
 
     Michael Nouri, Chief Executive Officer
   
 
STOCKHOLDER:
   
 
   /s/ Henry Nouri                                     
 
Print Name: Henry Nouri
 
American Investment Holding Group, Inc.
 
Address PO Box 14034, Durham, NC 27713
   

2,841,984   Number Shares of Common Stock of Stockholder Subject to this Agreement.