-----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, E5L7r50aCMab+uJar6xnkpsjl+6uwEDcnLbXZnX5xWTcmS7XCZHJMdkIXW9KIyIT RY35j6rBZT+2TG0Li3WiGw== 0000926274-02-000371.txt : 20020927 0000926274-02-000371.hdr.sgml : 20020927 20020927155530 ACCESSION NUMBER: 0000926274-02-000371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020926 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 4NETWORLD COM INC CENTRAL INDEX KEY: 0000812149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 112831380 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-13110-NY FILM NUMBER: 02774820 BUSINESS ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3055368503 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MEDTECH DIAGNOSTICS INC DATE OF NAME CHANGE: 19970206 8-K 1 net-9028k.txt 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): September 26, 2002 4net Software, Inc. ------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 33-13110 11-2831380 - --------------- --------------------- --------------------- (State or other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification Number) Incorporation) 10 South Street, Suite 202, Ridgefield, Connecticut 06877 ---------------------------------------------------- (Address of Principal Executive Offices) (203) 894-9755 --------------------------------------------- (Registrant's Telephone Number, including area code) Item 5. Other Events. Effective September 1, 2002, 4net Software, Inc. (the "Company") re-negotiated its sublease for the offices located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877. Pursuant to the amended Sublease, the Company's monthly rent obligation for the office has been reduced from $2,000 to $1,000 per month. Additionally, the amended Sublease provides that the Company shall pay a flat fee of $50 per month for utilities. A copy of the Sublease is attached hereto as Exhibit 10.13 and is incorporated herein by reference. On September 18, 2002, the Company entered into an assignment agreement with New England Computer Group, Inc. ("NECG"), a private Connecticut corporation, pursuant to which the Company assigned to NECG, effective September 1, 2002, all of the Company's servicing of web hosting clients. Pursuant to the agreement NECG will pay a royalty fee equal to 50% of the revenues generated by the assigned clients, excluding revenues generated by additional programming work performed by NECG for the assigned clients. A copy of the Assignment Agreement between the Company and NECG is attached hereto as Exhibit 10.14 and is incorporated herein by reference. The Company has entered into any agreement with Steven N. Bronson, the president of the Company, that effective October 1, 2002, Mr. Bronson will waive and no longer receive a salary from the Company. On September 26, 2002, the Company issued a press release announcing the above items. A copy of that press release is attached hereto as Exhibit 99.1. Certain of the statements contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statements. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits. The following Exhibits are hereby filed as part of this Current Report on Form 8-K: Exhibit Description - ------- ----------- 10.13 First Amendment to Sublease between Catalyst Operation, Inc. and 4networld.com, Inc. n/k/a 4net Software, Inc. made as of August 30, 2002. 10.14 Assignment Agreement, dated as of September 18, 2002, between 4net Software, Inc. and New England Computer Group, Inc. 99.1 Press Release of the registrant dated September 26, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 4net Software, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 4net Software, Inc. (Registrant) By: /s/ STEVEN N. BRONSON ------------------------------- Steven N. Bronson, CEO and President Dated: September 27, 2002 Exhibit Index Exhibit Description - ------- ----------- 10.13 First Amendment to Sublease between Catalyst Operation, Inc. and 4networld.com, Inc. n/k/a 4net Software, Inc. made as of August 30, 2002. 10.14 Assignment Agreement, dated as of September 18, 2002, between 4net Software, Inc. and New England Computer Group, Inc. 99.1 Press Release of the registrant dated September 26, 2002. EX-10.13 3 ex10-13.txt Exhibit 10.13 FIRST AMENDMENT TO SUBLEASE This FIRST AMENDMENT TO SUBLEASE (the "Amendment"), made as of the 30th day of August, 2002, by and between Catalyst Operations, Inc., a Connecticut corporation, having an address at 10 South Street, Suite 202, Ridgefield, Connecticut 06877 ("Sublessor"), and 4networld.com, Inc. n/k/a 4net Software, Inc., a Delaware corporation, having an address at 10 South Street, Suite 202, Ridgefield, Connecticut 06877 ("Sublessee"), W I T N E S S E T H: WHEREAS, Sublessor and Sublessee, entered into the Sublease, dated as of February 1, 2001 (the "Sublease"), with respect to the premises known as 10 South Street, Suite 202, Ridgefield, Connecticut 06877 (the "Premises"); and WHEREAS, Sublessor and Sublessee wish, to modify and amend the terms of the Sublease as set forth herein; NOW, THEREFORE, in consideration of the premises, the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee hereby agree as follows: 1) Paragraph 1 of the Sublease shall be amended by adding the following sentence to the end of Paragraph 1: Lessee shall be entitled to terminate the Sub-Lease upon thirty (30) days written notice to the Lessor. 2. Paragraph 2 of the Sublease shall be amended by deleting such Paragraph 2 in its entirety and substituting therefor the following: Lessee covenants to pay to Lessor as a net minimum rent (the "Fixed Rent") during the Lease Term twelve thousand dollars ($12,000.00) per annum. The Fixed Rent shall be payable in advance in equal monthly installments of one thousand dollars ($1,000.00) on the first day of each calendar month. If the Lease Term does not commence on the first day of a month, the Fixed Rent for the month in which the Lease Term commences shall be appropriately apportioned. The first installment of Fixed Rent shall be paid simultaneously with the execution of this Lease. Each date on which Fixed Rent is payable hereunder is hereinafter referred to as a "Rent Payment Date". Lessee also covenants to pay, from time to time as provided in this Lease, as Additional Rent, all other amounts and obligations which Lessee assumes or agrees to pay under this Lease. If Lessee fails to pay any such Additional Rent, Lessor shall have all the rights, powers and remedies provided for in this Lease or at law or in equity or otherwise in the case of nonpayment of rent. All Fixed Rent and Additional Rent (collectively hereinafter referred to as "Rent") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Lessor as set forth above, or at such place and to such person as Lessor from time to time may designate. 3. Paragraph 12 of the Sublease shall be amended by deleting such Paragraph 12 in its entirety and substituting therefor the following: Lessee shall pay fifty dollars ($50.00) per month for all public or private utility services and all sprinkler systems and protection services at any time rendered to or in connection with the Demised Premises or any part thereof; shall comply with all contracts relating to any such services; and shall do all other things required for the maintenance and continuance of all such services. 4. This Amendment shall be effective September 1, 2002. 5. Except as herein expressly provided, the Sublease shall remain unmodified and in full force and effect and, as modified hereby, represents the entire agreement of the parties and may not be modified, amended or altered except in writing signed by both parties. IN WITNESS WHEREOF, this Amendment is executed and delivered by the duly authorized representatives of the parties as of the date first set forth above. SUBLESSOR: SUBLESSEE: - ---------- ---------- CATALYST OPERATION, INC. 4NET SOFTWARE, INC. By: By: ------------------------- ------------------------- Name: Steven N. Bronson Name: Steven N. Bronson Title: President Title: President EX-10.14 4 ex10-14.txt Exhibit 10.14 ASSIGNMENT AGREEMENT -------------------- This ASSIGNMENT AGREEMENT (the "Agreement"), dated as of September 18, 2002, between 4net Software, Inc. (the "Assignor" or the "Company"), a Delaware corporation located at 10 South Street, Suite 202 Ridgefield, Connecticut 06877, and New England Computer Group, Inc. (the "Assignee"), a Connecticut corporation located at 10 South Street, Suite 202 Ridgefield, Connecticut 06877. WHEREAS, Assignor was engaged in, among other things, the business of licensing Website content management software and the designing Websites. Assignors clients enter into agreements to host their Website through Assignor and in certain instances to license proprietary software from Assignor Attached hereto as Schedule A is a list setting forth all of Assignor's clients as well as the agreements such clients have with the Assignor (the "Assigned Clients"); WHEREAS, Assignee is engaged in the business of providing computer related services, including the hosting and maintenance of Websites. WHEREAS, Assignor desires to Assignee to provide Website maintenance and hosting services to the Assigned Clients and Assignee is willing to provide Website maintenance and hosting services to the Assigned Clients based on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties and agreements contained herein, the parties hereto agree as follows: 1. Assignment of Assigned Clients. As of September 1, 2002 (the "Effective Date"), subject to payment of the Consideration as set forth below, the Assignor will transfer, assign, convey and deliver to the Assignee, and the Assignee will purchase, accept and acquire from the Assignor, all of the Assigned Clients. 2. Consideration. The Consideration to be paid by the Assignee to the Assignor for the Assigned Clients shall consist of the following: (a) Royalty Payments. (i) For the month of September 2002, the Assignee shall pay to Assignor fifty percent (50%) of the net revenue generated by the Assigned Assets and actually received by the Assignee. (ii) For each and every month following September 2002 until the termination of this Agreement, the Assignee shall pay to Assignor fifty percent (50%) of the gross revenue generated by the Assigned Assets and actually received by the Assignee. Royalty Payments shall be paid by Assignee to Assignor within 15 days of the closing date of the prior month. (b) Assignee's Obligation to Maintain and Service the Assigned Clients. Following the Effective Date, the Assignee will assume all responsibility for the performance of all obligations, in service the assigned customers, including but not limited to handling all service calls from the Assigned Clients. Any payments received by the Assignee from the Assigned Clients for additional programming work performed will be retained by the Assignee and not shared as per Section 2. (a). 3. License. (a) Ownership of 4netManagerTM The parties hereto agree that Assignor is the exclusive owner of all right, title and interest in 4netManagerTM and upgrades, and all copies thereof. All rights, title and interest in all enhancements, modifications and derivative works of 4netManagerTM created by Assignor or its agents shall immediately vest in Assignor upon creation. (b) 4netManagerTM License. Certain of the Assigned Clients license 4netManagerTM in connection with the hosting of their Website. In connection with the maintenance and hosting of the Websites of the Assigned Clients that license 4netManagerTM, Assignee will be required to maintain a copy of 4netManagerTM on its server. Accordingly, Assignor grants Assignee a nonexclusive, nontransferable license to use 4netManagerTM in connection with the maintenance and hosting the Websites of the Assigned Clients, during the term of this Agreement (the "4netManagerTM License"). The 4netManagerTM License terminates upon the termination of this Agreement. (c) Restrictions on 4netManagerTM License. No right is granted by Assignor to Assignee under this Agreement for the use of 4netManagerTM, except in connection with Assignee's providing maintenance and hosting services to the Assigned Clients. Assignee represents and agrees not to: (i) modify or create any derivative works of 4netManagerTM, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for 4netManagerTM (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to 4netManagerTM; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in 4netManagerTM; or (v) publish any results of benchmark tests run on 4netManagerTM to a third party without Assignors prior written consent. 4. Further Assurances; Cooperation. In connection with this Agreement, the parties shall from time to time after the Effective Date, upon the request of any other party and without further consideration, execute, acknowledge and deliver in proper form any further instruments or documents, and take such further actions as such other party may reasonably require, to carry out effectively the intent of this Agreement. 5. Indemnification. (a) Assignor shall indemnify and hold harmless the Assignee against and in respect of any and all claims, suits, actions, proceedings (formal and informal), judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees) as and when incurred arising out of or based upon the maintenance or hosting of the Assigned Clients prior to the Effective Date. (b) Assignee shall indemnify and hold harmless the Assignor against and in respect of any and all claims, suits, actions, proceedings (formal and informal), judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees) as and when incurred arising out of or based upon the maintenance or hosting of the Assigned Clients after the Effective Date. 6. Entire Agreement. This Agreement, together with the other writings delivered in connection herewith, embodies the entire Agreement and understanding of the parties hereto and supersedes any prior agreement or understanding between the parties. This Agreement cannot be amended or terminated orally, but only by a writing duly executed by the parties. 7. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, successors and assigns; provided, however, that nothing in this Agreement shall be construed to confer any rights, remedies, obligations or liabilities on any person other than the parties hereto or their respective heirs, administrators, successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ASSIGNOR: ASSIGNEE - --------- -------- 4net Software, Inc.: New England Computer Group, Inc. By: By: -------------------------- -------------------------- Steven N. Bronson, President Frank Baltatore, President EX-99.1 5 ex99-1.txt Exhibit 99.1 For Immediate Release: - ---------------------- 4net Software Announces the Divestiture of Web Hosting Clients and Continues to Reduce Operating Expenses 4netSoftware Continues to Actively Pursue Merger and/or Acquisition Opportunities Ridgefield, CT -- September 26, 2002 -- 4net Software, Inc. (OTC BB: FNSI) today announced that it has assigned the servicing of its remaining web hosting clients to The New England Computer Group, Inc. (NECG) www.necgnet.com, a full service technology consulting firm. NECG specializes in designing, implementing and supporting automated systems on Local and Wide Area Networks focusing on businesses in the tri-state area of Connecticut, New York, New Jersey. Frank Ballatore, President of NECG, stated, "We are very excited to provide 4netSoftware customers with web hosting, programming and quality support." While the Company expects to receive nominal revenues from the relationship with NECG, the Company expects to obtain significant savings in expenses and overhead. Additionally, 4netSoftware has implemented various cost cutting measures in order to reduce operating expenses, such as negotiating a reduction of rent for its office space and the elimination of officer salaries effective October 1, 2002. 4netSoftware continues to actively pursue merger and/or acquisition opportunities in order to increase shareholder value and enhance liquidity. "In this challenging business climate, we are aggressively pursuing potential acquisition prospects. We appreciate the continued support from the 4netSoftware shareholders," said Steven N. Bronson, President and CEO of 4net Software. 4net Software, Inc. (OTC BB: FNSI), 4net Software is engaged in identifying, investigating and, if investigation warrants, acquiring and/or merging with a company that will enhance 4net Software's revenues and increase shareholder value. Certain of the statements contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Factors that could contribute to the uncertainty of forward-looking statements include, but are not limited to, competition for acquisitions, successful integration of acquired companies, general economic factors and the ability to obtain financing. 4net Software, Inc. undertakes no obligation to update publicly any forward-looking statements. For Investor information regarding 4net Software, please contact: Steven N. Bronson, President 4net Software, Inc. 10 South Street, Suite 202 Ridgefield, Connecticut 06877 telephone: 203-894-9755 fax: (203) 894-9755 -----END PRIVACY-ENHANCED MESSAGE-----